Davies

Scott L. Semer

Scott Semer is a partner in the tax group in the New York office.  He advises pension plans and Sovereign Wealth Funds on investment in the United States and around the world. Scott has extensive experience negotiating and structuring real estate joint ventures, including the use of public and private REITs. He has advised international clients investing in infrastructure projects in the United States and worldwide, both directly and through infrastructure-targeted private equity funds. He also advises multi-national corporate clients on a wide variety of international transactions, including public and private mergers, reorganizations, restructurings and acquisitions.

Scott has also structured hedge funds and private equity contributions and his practice focus includes structured products, asset securitization vehicles, receivables financings and a variety of financial derivatives.

Representative Work

  • Acted for The Cadillac Fairview Corporation Limited with respect to its purchase of a 49% interest in the Queens Center Mall in New York City from The Macerich Company in a deal valued at approximately US$150 million.

  • Acted for the Miami Access Tunnel consortium, comprised of Meridiam Infrastructure, Bouygues Travaux Publics and Transfield Services Ltd. for the design, build, finance, operation and maintenance of the US$1.3 billion greenfield Port of Miami Tunnel project. Davies also acted as lead counsel for the consortium on the financing of the Project, with the senior debt financing of US$340 million being provided through a club of 10 international banks and the subordinated debt financing of US$341 million being provided as a 35-year fixed rate loan by the United States Department of Transportation under the federal TIFIA (Transportation Infrastructure Finance and Innovation Act of 1998) program. This project was awarded the 2009 Global PPP Deal of the Year by Project Finance magazine and the 2009 Americas PPP Deal of the Year by each of Project Finance International and Project Finance magazine.

  • Acted for Lone Star Real Estate Fund with respect to the acquisition through a private REIT of a portfolio of senior care communities located throughout the United States.

  • Acted for Cadim Inc. (a division of Caisse de dépôt et placement du Québec) in connection with its partnership arrangements with Westmont Hospitality Group and Citigroup in connection with their joint negotiated US$1.32 billion acquisition of Red Roof Inns Inc.

  • Acted for Fortis Inc. in connection with its $200 million bought deal public offering of Series J first preference shares.

  • Acted for Fortis Inc. in its $601 million bought deal public offering of subscription receipts. The net proceeds will be used to finance a portion of the acquisition of CH Energy Group, Inc., a New York-based regulated transmission and distribution utility.

  • Acted for RX Gold & Silver Inc. on its share-exchange merger with U.S. Silver Corporation to create U.S. Silver & Gold Inc., a North American focused precious metals producer with a market capitalization of approximately $140 million. The combination was effected by way of two simultaneous plans of arrangement through which the new company acquired both RX Gold & Silver and U.S. Silver, with the RX Gold & Silver shareholders holding 30%, and the U.S. Silver shareholders holding 70%, of the new company.

  • Acted for Altus Capital Partners in its acquisition of International Imaging Materials, Inc., a global leader in the development, manufacture and distribution of thermal transfer ribbons.

  • Acted for Russel Metals Inc. in its $300-million bought deal private placement of high yield notes due April 19, 2022.

  • Acted for Birch Hill Equity Partners and other shareholders in the sale of Emerging Information Systems Inc. to an affiliate of Zywave, Inc.

  • Acted for Agnico-Eagle Mines Limited in connection to the acquisition of Grayd Resource Corporation by way of takeover bid for $275 million.

  • Acted for Enerflex Ltd. in establishing $465.5 million of financing comprised of a revolving credit facility and multiple bi-lateral letter of credit facilities with a syndicate of banks and the issuance of an aggregate of $90.5 million of unsecured notes in a private placement to institutional investors.

  • Acted for Xplornet Communications Inc. (formerly Barrett Xplore Inc.) in connection with the private offering of $230 million of securities, one of the largest Canadian financing telecom projects to be announced in 2011.

  • Acted for the Canada Pension Plan Investment Board in its acquisition of a 36.9% interest in the Mayflower partnership for a total equity investment of US$350 million. The Mayflower partnership owns a portfolio of 13 regional malls located in the United States, which has a total value of approximately US$2.03 billion.

  • Acted for Caisse de dépôt et placement du Québec and certain of its affiliates in connection with the sale of approximately US$600 million of private equity interests held by Caisse and its affiliates in tier-I private equity funds to a group of four separate buyers of secondary private equity fund interests.

  • Acted for Russel Metals Inc. in its $175-million bought deal public offering of convertible debentures due 2016.

  • Acted for Barrick Gold Corporation in its $470-million unsolicited offer to acquire Cadence Energy Inc., leading to Barrick's negotiated takeover bid for Cadence that successfully trumped Cadence's previously announced negotiated merger with Daylight Resources Trust.

  • Acted for the Province of Ontario in the formation of the $205-million Ontario Venture Capital Fund.

  • Acted for E-Z-EM, Inc. in its merger with Bracco Diagnostics, Inc., a subsidiary of Bracco Imaging S.p.A., an Italian medical device manufacturer, for a cash purchase price of approximately US$240 million.

  • Acted for Cadim Inc. (a division of Caisse de dépôt et placement du Québec) in connection with the Westmont/CDP Hotel Fund I, a US$550 million off-shore real estate investment fund to acquire hotel assets worldwide, and Westmont/CDP Hotel Fund II.

  • Acted for Wega Mining ASA in its $118-million acquisition of Goldbelt Resources Ltd., the first time in Canada that a takeover bid was combined with a 19.9% private placement of shares of the target.

  • Acted for Barrick Gold Corporation in its $773-million negotiated all-cash takeover bid for Arizona Star Resource Corp.

  • Acted for Cadim Inc. (a division of Caisse de dépôt et placement du Québec) in its partnership arrangements with Westmont Hospitality Group and Kimco Realty Corporation, and on behalf of the consortium, in connection with its joint acquisition of Intown Suites Management Inc.

  • Acted for Zinifex Limited (now OZ Minerals Ltd.) in its $360-million negotiated takeover bid for Wolfden Resources Inc.

  • Acted for Xstrata plc in its $6.2 billion all-cash friendly takeover bid to acquire LionOre Mining International. Following two interloper bids by MMC Norilsk Nickel, Xstrata received the largest percentage break fee (5%) in any Canadian deal valued at over $1 billion.

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Recognition

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Professional Affiliations

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American Bar Association

Association of the Bar of the City of New York

Board Memberships

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Community Involvement

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Teaching Engagements

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Scott is an adjunct professor at the Columbia University School of Law in New York City, where he teaches a seminar titled "Deals: The Art of the Deal". Scott spent a year as Director of Transactional Studies at the Columbia University School of Law.

Speaking Engagements

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Articles and Publications

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Scott served as Review and Essay Editor of the Columbia Law Review. He has published numerous articles on U.S. and international tax issues, including "Public Private Partnerships and Section 460: Forthcoming Tax Management"; "Why Healthcare Reform Means the End of Reagan-Era Tax Reform", Tax Notes (12 April 2010); "Taking REITs Private: Selected Tax Issues" with Michele J. Alexander, Tax Management Memorandum; "Canada-U.S. Tax Treaty Update Needed to Deal with Cross-Border Partnerships", 34 Tax Management International Journal 443; and "Defending the Conceptual Basis and Policy Implications of the Temporary Regulations Governing Partnership Allocations of Foreign Tax Credits", with Peter A. Glicklich, 33 Tax Management International Journal 691.

Scott is a co-author of Structuring Real Estate Joint Ventures with Private REITs published by BNA Tax Management.

Scott Semer
Scott L. Semer
Partner
Office:
New York
Tel:
212.588.5538
Email:
ssemer@dwpv.com
Bar Admissions:

New York, 1998

Education:

Columbia University School of Law, J.D., 1997 (three-time Harlan Fiske Stone Scholar)

Tisch School of Arts at New York University, B.F.A. (film and television), 1992