Scott Miller has a broad-based practice emphasizing international mergers and acquisitions, private equity and capital markets transactions and strategic initiatives and investments. He also advises a number of clients on corporate governance matters. He has represented principals in M&A transactions valued at well over $100 billion as well as issuers and underwriters in IPOs and other securities offerings generating more than $50 billion in proceeds.
The breadth of Mr. Miller’s practice is illustrated by several recent major engagements:
- Representing Fiat Industrial in its pending $13 billion combination with CNH Global (Case New Holland) to form the third largest global capital goods business.
- Representing Bucyrus International, Inc. in its $8.6 billion sale to Caterpillar Inc. (2011) and its 2010 acquisition of the Terex mining equipment business ($1.3 billion).
- Representing Veritas Capital in its $1.25 billion acquisition of Thomson Reuters’ healthcare business.
- Representing Chrysler Group LLC in a number of significant transactions, including $8 billion of leveraged financing transactions in 2011 to repay funding provided by the U.S. and Canadian governments in connection with the 2009 restructuring of the U.S. automotive industry and in connection with Fiat’s acquisition of majority ownership in 2011 ($10.5 billion).
- Representing Fiat in a range of strategic matters including the formation of its industrial alliance with Chrysler and New Chrysler’s bankruptcy assisted acquisition of the assets of Old Chrysler as part of the U.S. government-financed restructuring of the U.S. auto industry, the 2011 spin-off of its capital goods business, Fiat Industrial, as well as in the 2005 termination of Fiat’s industrial alliance with General Motors, in which Fiat received a $2 billion payment.
- Representing EchoStar in its 2011 acquisition of Hughes Communications Inc. ($2.6 billion) and $2 billion of leveraged bridge financing and related high yield note takeout financings.
- Representing Alcan Inc. in several milestone transactions including its successful defense against an unsolicited $27 billion takeover attempt by Alcoa and its subsequent $46 billion acquisition by Rio Tinto (2007), its $5 billion spin-off of Novelis Inc., the world’s largest producer of aluminum rolled products and its $7 billion hostile takeover of Pechiney (among the first hostile offers for a French company and named “Deal of the Year” by, inter alia, Corporate Finance magazine and Institutional Investor).
- Representing DISH Network in over $10 billion in high-yield debt offerings and a number of strategic M&A and investment transactions (including its $3.2 billion spin-off of EchoStar; its acquisition of Sling Media and its investments in Sirius XM Radio and TerreStar Networks).
- Representing Samsung in its unsolicited offer to acquire SanDisk.
- Representing Thomas Weisel Partners Group in a number of strategic transactions from its 2006 initial public offering to its 2010 sale to Stifel Financial Corp.
- Representing VeriFone Systems Inc. in a number of significant transactions including its initial public offering, over $1 billion in equity and debt offerings and its acquisitions of Lipman Electronic Engineering (Israel), Hypercom Corp. and Point International.
- Representing CVC Capital Partners and Univar in Univar’s proposed initial public offering, and the intervening sale of a minority stake to Clayton, Dubilier & Rice.
- Representing AT&T (formerly SBC Communications) in a number of transactions, including its strategic alliances with Yahoo! and DISH Network.
Mr. Miller has recently acted in a number of significant corporate and securities matters, investments, strategic alliances and acquisitions involving a range of companies, including AT&T (telecom), Bell Canada (telecom), Bucyrus International (mining equipment), Chrysler (automotive), DISH Network (multi-channel television), EchoStar (satellite services and television equipment), Fiat (automotive), Fiat Industrial/CNH (industrial and agricultural equipment), London Bay Capital (private equity), Nokia (telecom equipment), NXP (semiconductors), Philips Electronics (consumer electronics), Rio Tinto (mining), Samsung (semiconductors and consumer electronics), Thomas Weisel Partners (investment banking), Univar Inc. (chemical distribution), VeriFone (payment solutions) and Veritas (private equity).
His international capital markets work has included representing the issuer in the first privatization in Italy as well as IPOs and privatizations in telecommunications, satellite and other technology-intensive industries in 15 countries. He has also worked extensively with a number of private equity firms on a range of investments and leveraged acquisitions.
Widely recognized as a leading corporate lawyer, he has been named by The American Lawyer as a “Dealmaker of the Year” for taking “U.S.-style hostile takeover techniques to France” with his representation of Alcan in the precedent-setting takeover of Pechiney and as a “Dealmaker of the Week” for his role as counsel for Fiat in connection with its proposal to acquire a stake in Chrysler. Mr. Miller was named among BTI Consulting Group’s Client Service All-Stars for 2012, a group nominated by clients as representing the best in client service. Mr. Miller also has been recognized in Chambers USA: America’s Leading Lawyers for Business, Euromoney’s Guide to the World’s Leading Capital Markets Lawyers, IFLR1000: The Guide to the World’s Leading Financial Law Firms, The Best Lawyers in America, Super Lawyers Corporate Counsel Edition, Southern California Super Lawyers, Northern California Super Lawyers and Lawdragon.
The Honorable William A. Norris,
United States Court of Appeals Ninth Circuit,
1985 - 1986