ProfessionalsScott M. Sontag
A partner and co-chair of the Tax Department, Scott M. Sontag is experienced in international and domestic transactions, including structuring and negotiating complex merger and acquisition and restructuring transactions for public companies and private equity funds and their portfolio companies. In addition, Scott advises clients extensively on transactions involving the formation and acquisition of real estate investment trusts (REITs) and on real estate acquisitions, dispositions and workouts.
Scott’s experience includes his representation of:
- An informal committee of certain holders of second and third lien secured notes of Altegrity, Inc., a global risk and information services company that provides employment background screening and risk and information management services and solutions, as well as certain lenders of post-petition financing, in connection with Altegrity’s restructuring through a pre-arranged chapter 11 case;
- American Realty Capital Trust III, a publicly registered, non-traded real estate investment program, in its $2.2 billion acquisition by American Realty Capital Properties, a publicly traded real estate investment trust;
- Berkshire Partners, a Massachusetts-based investment firm, in its investment in Kendra Scott Design, Inc., a Texas-based fashion accessories brand;
- Bioverativ Inc., a Massachusetts-based biopharmaceutical company focused on therapies for hemophilia and other rare blood disorders, in its $11.6 billion acquisition by Sanofi;
- Caisse de dépôt et placement du Québec (CDPQ) in the approximately $6.7 billion acquisition of Sedgwick, a Tennessee-based provider of technology-enabled risk, benefits and integrated business solutions, by funds The Carlyle Group, CDPQ and Stone Point Capital from KKR;
- The Carlyle Group in:
- its investment in Bonotel Exclusive Travel, a luxury inbound tour operator; and
- the sale of its portfolio company Prime Clerk, a New York-based claims administrator, to Duff & Phelps, a New York-based valuation and corporate finance advisor.
- General Growth Properties (GGP) in several transactions related to its emergence from bankruptcy, including:
- a $2.3 billion common stock offering that was unique in that it involved an SEC-registered public equity offering conducted during the pendency of a chapter 11 case;
- a "resale shelf" registration to enable plan sponsors to freely sell shares of its stock subscribed for in the plan; and
- representation of The Howard Hughes Corporation (THHC), a new entity created to hold GGP’s portfolio of master planned communities and other strategic real estate development opportunities, in its spin-off from GGP as part of GGP's plan of reorganization.
- Harris Corporation, a Florida-based technology innovator, in the $690 million sale of its government IT services business to Veritas Capital, a New York-based private equity firm;
- Hunt Companies, Inc., a private company in the real estate and infrastructure markets, in connection with a $200 million committed minority equity investment in certain of Hunt's financial services and asset management businesses by affiliates of Gallatin Point Capital LLC, a private investment firm;
- International Business Machines Corp. in its $34 billion acquisition of Red Hat Inc., creating the world’s largest hybrid cloud provider;
- Lehman Brothers in the sale of its entire stake in Archstone, its single largest asset valued at more than $16 billion, a privately held owner, operator and developer of multifamily apartment properties, to real estate investment trusts Equity Residential and AvalonBay Communities, Inc., both publicly traded real estate enterprises focused on multifamily properties in the U.S.;
- Roark Capital Group, an Atlanta-based private equity firm focused on customer brands and multi-unit businesses, in several significant matters, including:
- its $725 million acquisition of International Car Wash Group, a car wash group with operations across Europe, the U.S. and Australia, from TDR Capital LLP, a London-based private equity firm; and
- its $11.3 billion acquisition of Dunkin’ Brands Group, Inc., the Massachusetts-based parent company of Dunkin’ and Baskin-Robbins.
- NorthStar Realty Finance Corp., a New-York based REIT, in its sale of an approximately $1 billion joint venture interest in its $6.1 billion healthcare real estate portfolio to Taikang Insurance Group, a China-based insurance company;
- Ply Gem Holdings, Inc., a North Carolina-based building products manufacturer, in its approximately $2.4 billion acquisition by Clayton, Dubilier & Rice, a New York-based private investment firm; and
- Walter Energy, Inc., a leading producer and exporter of metallurgical coal for the global steel industry, in all aspects of its chapter 11 case.
Additional representative clients include Apollo Global Management, Ontario Teachers’ Pension Plan and VICE Media.
Scott is recognized as a leading lawyer by Chambers USA and The Legal 500 and has been named among the leading Bankruptcy Tax Specialists in the nation’s major law firms by Turnarounds and Workouts magazine. In 2013, he was named as one of five “MVPs” in the tax category by Law360 in its annual ranking of law firm partners who have demonstrated “exceptional work in transactions.”
Scott is a Certified Public Accountant (CPA).