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    Scott D. Miller

    Co-Chair

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    New York

    +1-212-558-3109

    Palo Alto

    +1-650-461-5620

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    millersc@sullcrom.com

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    Scott Miller is Co-Chair of Sullivan & Cromwell and a partner in the Firm’s General Practice Group. He has served on Sullivan & Cromwell’s Management Committee since 2014 and coordinates our U.S. and European practices. A versatile corporate lawyer, Scott works closely with clients on their most significant and sensitive matters, including complex M&A, capital markets, and other strategic transactions. He also counsels clients on governance matters and through corporate crises, such as internal and government investigations.

    Scott has recently handled transformative M&A in the automotive, telecommunications and media/technology fields, including transactions involving special purpose acquisition companies (SPAC) and other cutting-edge matters for which he was named a Law360 MVP in M&A in 2020. Scott has twice been named a “Dealmaker of the Year” by The American Lawyer, most recently for his representation of Fiat Chrysler Automobiles in its merger with Peugeot, which transformed the global auto industry. The publication earlier recognized him for taking “U.S.-style hostile takeover techniques to France” in his representation of Alcan in the precedent-setting takeover of Pechiney. He was also named an American Lawyer “Dealmaker of the Week” as counsel for Fiat in its initial investment in Chrysler as part of the government sponsored restructuring of the U.S. automobile industry.

    Scott’s international capital markets work includes representing the issuer in the first privatization in Italy and the first German leveraged buyout more than 25 years ago, as well as a range of other matters in dozens of countries around the world. For his capital markets work, Scott was named Transatlantic Finance Dealmaker: Equity Capital Markets by The Transatlantic Legal Awards for advising Ferrari in the iconic carmaker’s IPO and spin off. Scott has also been recognized in Chambers USA: America’s Leading Lawyers for Business, Euromoney’s Guide to the World’s Leading Capital Markets Lawyers, and IFLR1000: The Guide to the World’s Leading Financial Law Firms.  Scott is a trustee of the United States Council for International Business.

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    Experience

    • Acting as principal outside counsel to Stellantis (formerly Fiat Chrysler Automobiles) in its most significant matters for nearly two decades including:
      • its $60 billion 50/50 merger with Peugeot S.A.;
      • its 2019 proposed combination with Groupe Renault as a 50/50 merger;
      • the formation of Fiat’s industrial alliance with Chrysler and New Chrysler’s bankruptcy-assisted acquisition of the assets of Old Chrysler as part of the U.S. government-sponsored restructuring of the U.S. auto industry;
      • its sale of its global cast iron automotive components business, which is operated through its subsidiary Teksid S.p.A., to Tupy S.A.;
      • its acquisition of First Investors Financial Services Group from an investor group led by Gallatin Point Capital, creating a captive autofinance company;
      • the 2018 sale of the Magneti Marelli automotive components business to KKR portfolio company Calsonic Kansei Corporation ($6.5 billion);
      • more than $20 billion in equity and debt financing (including a $3 billion mandatory convertible note offering);  
      • the termination of Fiat’s industrial alliance with General Motors, in which Fiat received a $2 billion payment; and
      • as strategic partner and investor in Archer Aviation, Inc., in connection with Archer’s business combination with Atlas Crest Investment Corp. (a SPAC), under which Archer became a publicly listed company.

    • Representing DISH Network in significant transactions including:
      • its $5.25 billion structured secured financing in 2021 to provide funding for its wireless communications business;
      • its agreement with T-Mobile, Sprint and the U.S. Department of Justice under which DISH acquired Sprint’s prepaid wireless business and entered the U.S. wireless market as the fourth nationwide facilities-based provider;
      • more than $25 billion in high-yield debt offerings and $6 billion in convertible debt offerings;
      • its offers to acquire Sprint Nextel, Clearwire and LightSquared;
      • the $3.2 billion spin-off of EchoStar and its agreement to acquire certain assets from EchoStar in exchange for DISH’s interests in Hughes Retail Group; and 
      • numerous strategic transactions and investments to build out and deploy its wireless network.
    • Representing Triton International in its $13.3 billion pending acquisition by Brookfield Infrastructure.
    • Representing DraftKings in its combination with Diamond Eagle Acquisition Corp (a SPAC) and SBTech (2019), approximately $4 billion in equity offerings (2020), a $1.265 billion convertible notes offering (2021) and its $1.6 billion acquisition of Golden Nugget Online Gaming and commercial agreement with Fertitta Entertainment (2021).  
    • Representing Ermenegildo Zegna Group in its combination with Investindustrial Acquisition Corp., a SPAC sponsored by investment subsidiaries of Investindustrial VII L.P., pursuant to which Zegna became a public company with an initial enterprise value of $3.2 billion.
    • Representing Rio Tinto in its $3.1 billion acquisition of Turquoise Hill Resources.
    • Representing Garrett Motion in its $2.6 billion proposed acquisition by KPS Capital Partners, its enhanced proposal from a consortium of stockholders led by Centerbridge Partners and Oaktree Capital Management, and successful emergence from Chapter 11.
    • Representing Leonardo DRS, the U.S. defense subsidiary of Leonardo S.p.A., in its merger with RADA Electronic Industries through which Leonardo DRS became a public company with shares listed on Nasdaq and the Tel Aviv Stock Exchange.
    • Representing Hyzon Motors in its business combination with Decarbonization Plus Acquisition Corporation (a SPAC) under which Hyzon became a publicly listed company with an implied $2.1 billion equity value, and the $355 million PIPE in connection with the merger.
    • Representing TS Innovation Acquisitions Corp. (a SPAC formed by Tishman Speyer Properties) in its $1.56 billion merger with Latch, Inc. and $190 million PIPE in connection with the merger and TS Innovation II Corp. in its $300 million SEC-registered SPAC IPO and listing on Nasdaq.
    • Representing CONX Corp., a SPAC formed by Charles W. Ergen, the Chairman of DISH Network and EchoStar, in its $750 million SEC-registered IPO and listing on Nasdaq and its potential acquisitions.
    • Representing Ferrari and its principal shareholder in Ferrari’s 2015 initial public offering, valuing the company at $10 billion, and its 2016 spin-off from Fiat, as well as securities, finance and corporate governance issues since the spin-off. (Transatlantic Finance Dealmaker: Equity Capital Markets by The Transatlantic Legal Awards).
    • Representing Chrysler Group LLC in significant transactions, including its proposed 2013 initial public offering; $13 billion of leveraged financing transactions in 2011 and 2014 to repay funding provided by the U.S. and Canadian governments, and debt issued to its retiree health care trust (VEBA) 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 PartnerRe in $1 billion in notes offerings and a $200 million preferred stock offering since 2019.
    • Representing EXOR and PartnerRe in connection with Covéa’s $9 billion proposed purchase of PartnerRe from EXOR. 
    • Representing CNH Industrial NV in a number of significant transactions, from its pending acquisition of Hemisphere GNSS from Unistrong, $2.1 billion acquisition of Raven Industries, TCOM Holdings’ acquisition of Aerostar International from Raven Industries, the $13 billion going-private takeover of Case New Holland to form the world’s third-largest capital goods business, to its 2019-2020 strategic investment in Nikola Motors and Nikola’s SPAC merger.
    • Representing Pershing Square, L.P. and Pershing Square Tontine Holdings, Ltd. (“PSTH”), the largest SPAC of all time, in its initial $4 billion merger agreement with Universal Music Group (“UMG”) and subsequent assignment of PSTH’s rights and obligations to acquire 10% of UMG to investment funds affiliated with William Ackman.
    • Representing Alcan Inc. (Canada) 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, its spin-off of Novelis Inc., and its $7 billion hostile takeover of Pechiney (among the first hostile offers for a French company and named “Deal of the Year” by Corporate Finance magazine and Institutional Investor).
    • Acting as principal outside counsel to VeriFone Systems Inc. in significant transactions, including its IPO, as well as over $1 billion in equity and debt offerings, its acquisitions of Lipman (Israel), Hypercom Corp., Point International (Sweden) and InterCard (Germany) and its $3.4 billion acquisition by Francisco Partners (2018).
    • Representing Apollo Tyres (India) in its proposed acquisition of Cooper Tire & Rubber and in successfully defending Apollo from litigation brought by Cooper in connection with that transaction.
    • Representing Thomas Weisel Partners Group in strategic transactions, from its initial public offering to its 2010 sale to Stifel Financial Corp., and Stifel Financial Corp. in its 2019 acquisition of the Canadian capital markets business of GMP Securities.

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    Publications, Videos and Podcasts

    Credentials

    Education

    • Columbia Law School, J.D., 1985
    • Arizona State University, B.S.Eng., 1982

    Bar Admissions

    • New York
    • California

    Clerkships

    • The Honorable William A. Norris, United States Court of Appeals, Ninth Circuit, 1985-1986

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