Clients rely on Scott to bring his business-minded approach and deep cross-border experience to their complex legal issues.
Scott provides clients with meticulous and creative advice for their IPOs as well as other public and private offerings of debt and equity securities in the U.S. An expert in the Canada-U.S. multijurisdictional disclosure system (MJDS), Scott works with issuers and underwriters, individuals and private equity and investment funds doing business in the U.S. Companies of varying sizes – and their boards of directors – regularly turn to him for guidance on securities laws and filings, business combinations, corporate governance and stock exchange requirements.
Scott joined us after a decade practising law at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Simpson Thacher & Bartlett LLP. He has significant experience working on complex, large-scale offerings with Kohlberg Kravis Roberts & Co. and The Blackstone Group and their portfolio companies, including Foundation Coal Holdings, Sealy Corp. and Rockwood Holdings. Scott also worked extensively with Hemisphere Media Group, a publicly traded pure-play U.S. media company targeting Spanish-language television and cable networks in the U.S. and Latin America.
In 1999, Scott clerked for the Hon. Raymond J. Dearie of the Eastern District of New York.
Desjardins Capital Markets, CIBC Capital Markets and RBC Capital Markets
Acted for a syndicate of underwriters co-led by Desjardins Capital Markets, CIBC Capital Markets and RBC Capital Markets on a US$115-million bought deal treasury and secondary public offering of trust units of WPT Industrial REIT.
Desjardins Capital Markets and National Bank Financial
Acted for a syndicate of underwriters co-led by Desjardins Capital Markets and National Bank Financial on a $55-million bought deal public offering of trust units of Nexus REIT and a concurrent private placement of $15 million.
Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.
Xplornet Communications Inc.
Acted for Xplornet Communications Inc. in connection with its U.S. and Canadian private placement of US$230 million in high yield notes, its US$75 million incremental secured term loan, its repurchase and redemption of existing high yield notes and its associated consent solicitation.
Luminus Management, LLC
Acted for Luminus Management, LLC in connection with its $49 million strategic investment in common shares (resulting in a 16.7% aggregate equity interest) and 10% senior secured high yield notes of Delphi Energy Corp. and negotiation of an investor rights agreement with the issuer.
Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in connection with its US$220-million direct registered offering of common shares to an institutional investor in the United States. The shares were sold pursuant to a cross-border shelf prospectus and prospectus supplement filed under the multi-jurisdictional disclosure system.
Acting for 500 Startups in connection with the formation of its first Canadian venture capital seed fund.
BMO Capital Markets and CIBC World Markets Inc.
Acted for a syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc. in connection with a $193-million bought deal public offering of trust units of Milestone Apartments Real Estate Investment Trust. The REIT intends to use the proceeds from the offering to fund a portion of the purchase price for its US$242-million acquisition of a portfolio of six multi-family properties.
TD Securities Inc.
Acted for a syndicate of underwriters led by TD Securities Inc. in connection with a $312-million sale of a combined 9.9% stake in TMX Group Ltd. by Alberta Investment Management Corp., Caisse de dépôt et placement du Québec and Ontario Teachers' Pension Plan Board.
Desjardins Securities Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc.
Acted for a syndicate of underwriters led by Desjardins Securities Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. in connection with a US$69 million bought deal public offering of trust units issued by WPT Industrial REIT.
Canadian Capital Markets Report 2017: Looking Back, Looking Ahead
Mar. 31, 2017 - Canadian capital markets in 2016 were turbulent and unpredictable, to say the least. Factors that contributed to shaky investor confidence included the unprecedented British vote to exit the European Union, the hard fought and (to some) surprising result of the U.S. presidential election, a...
SEC Publishes Taxonomy for Foreign Private Issuers’ Submission of Data in XBRL
Mar. 03, 2017 - On March 1, 2017, the Securities and Exchange Commission (SEC) published on its website the tags or “taxonomy” needed by foreign private issuers that prepare their financial statements in accordance with International Financial Reporting Standards (IFRS) to submit those reports using the interactive...
SEC Rulemaking Developments 2016
Feb. 16, 2017 - The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2016. As part of its Disclosure Effectiveness Initiative launched at the end of 2013, the SEC continued to propose and adopt rules that are intended to improve and modernize the disclosure requirements for reporting...
United States Joins Canada and European Union in Adopting Transparency Rules
June 29, 2016 - In line with a global trend for greater transparency of payments made by companies in extractive industries to governments of resource-rich countries, the United States has joined Canada and the European Union in adopting “publish what you pay” rules for such companies. These rules are aimed at...
NYSE Rule Change Requires Semi-Annual Financial Reporting by Foreign Private Issuers
Apr. 07, 2016 - Under a recently adopted amendment to its Listed Company Manual, the New York Stock Exchange (NYSE) requires each listed foreign private issuer to, at a minimum, submit to the U.S. Securities and Exchange Commission (SEC) a Form 6-K that includes (i) an interim balance sheet as of the...
2016 Canadian Capital Markets Report: Looking Back, Looking Ahead
Mar. 09, 2016 - The past year was a roller coaster of a year for Canadian capital markets, beginning much how it ended – with a devalued Canadian dollar, lower interest rates in Canada and a shift in regional growth from the west to central Canada. Against the background of these market realities, the focus of ...
American Bar Association, teleconference, “You’ve Got the Right Stuff, Baby: What Corporate Counsel Look for in Outside Counsel”
Mar. 07, 2016
SEC Rulemaking Developments in 2015
Feb. 22, 2016 - The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2015. Consistent with the reforms that began in 2012 with the Jumpstart Our Business Startups Act, Congress and the SEC continued their push to improve access to capital across the spectrum of issuers – from...
Multijurisdictional Disclosure System: Offering Securities and Reporting in the United States Using MJDS
Sept. 21, 2015 - The multijurisdictional disclosure system (MJDS) permits eligible Canadian issuers to publicly offer securities in the United States by using a prospectus that is prepared principally in accordance with Canadian disclosure requirements. The MJDS also enables these issuers to substantially...
SEC Adopts CEO Pay Ratio Rule
Aug. 24, 2015 - On August 5, 2015, the U.S. Securities and Exchange Commission (SEC) adopted a final rule to amend Item 402 of Regulation S-K under the Securities Act of 1933 to require most SEC-registered U.S. companies to disclose the ratio of the compensation of their chief executive officer (or any...