Scott D. McKinney

Scott advises clients on capital markets, mergers and acquisitions, and general corporate and securities matters. Clients value his ability to identify practical solutions, navigate regulatory complexities, and deliver pragmatic advice that drives successful outcomes.

With over two decades serving clients, Scott has broad experience in representing issuers and underwriters in initial public offerings, secondary offerings, investment grade and high-yield debt offerings, convertible offerings, preferred stock offerings, and other public and private securities transactions. He is highly regarded for his comprehensive knowledge of special purpose acquisition companies (SPACs) and has particular experience counseling foreign private issuers in cross-border transactions.

Scott also advises clients in connection with M&A transactions, including strategic acquisitions and dispositions, going private transactions, management buyouts, founder exits, debt and equity tender offers, exchange offers, consent solicitations, and restructurings.

Scott is a trusted advisor to boards of directors and executive teams, providing counsel on corporate governance, equity-based compensation, and compliance with federal securities laws and stock exchange rules. He previously served with the legal staff of a Fortune 10 company on a seconded basis, supporting the SEC reporting, compliance, investor relations, and corporate secretary functions.

• Represented hospitality company in a going private transaction.
• Represented hospitality company in multiple secondary public offerings.
• Represented hospitality company in its at-the-market offering.
• Represented lender in its acquisition of a restaurant operator out of bankruptcy.
• Represented domestic retail companies in strategic acquisitions, dispositions, and internal corporate restructurings.
• Represented Japanese public company in its cross-border equity tender offer.
• Represented Thai financial institution in its cross-border rights offering.
• Represented African extraction company in its US initial public offering.
• Represented consumer products company in a strategic acquisition.
• Represented consumer products company in a joint venture.
• Represented SPAC formed to acquire banks in $501 million private offering.
• Represented retail company in $827 million private exchange offer of senior notes for two series of outstanding notes and associated registered exchange offer.
• Represented consumer products company in $200 million Rule 144A/Regulation S offering of senior notes.
• Represented retail company in an underwritten $300 million senior notes shelf takedown public offering.
• Represented retail company in $1.1 billion waterfall debt tender offer for three series of notes, Rule 144A/Regulation S offering of €500 million in senior notes and $450 million in senior notes, and associated registered exchange offer for the US dollar-denominated notes.
• Represented utility company in $300 million Rule 144A/Regulation S offering of senior notes and associated registered exchange offer.
• Represented underwriter in connection with $500 million initial public offering by SPAC.
• Represented financial advisor in cross border tender offer.
• Represented utility company in connection with universal shelf registration.
• Represented an owner of television stations in a $405 million Rule 144A/Regulation S offering of senior secured notes.
• Represented a finance company in $100 million private placement of common stock.
• Represented underwriter in $115 million follow-on/secondary public offering.
• Represented issuers in connection with consent solicitations.
• Represented the special committee of a New York Stock Exchange-listed company in connection with the negotiation of a management buyout.
• Represented a liquidating trust in connection with the sale of several television stations.
• Represented an owner of television stations in the acquisition of one television station, the sale of two television stations, and local services arrangements in two markets.
• Represented special committee of Nasdaq-listed company in connection with acquisition of majority ownership of an affiliate.
• Represented a private equity sponsor in a going-private transaction.
• Represents numerous public companies in a wide variety of securities regulation matters (including repurchase programs, SEC reporting and disclosure issues, and stockholder meetings and proposals), corporate governance matters (including compliance with the Sarbanes-Oxley Act, related SEC rules, and the NYSE and NASDAQ listing rules), and general corporate matters.

• Member, American Bar Association, Business Law Section, Federal Regulation of Securities Committee, Committee on Mergers and Acquisitions, and Corporate Governance Committee
• Member, Society for Corporate Governance