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Scott B. Crofton


Scott B. Crofton

New York +1-212-558-4682+1-212-558-4682 +1-212-558-3588+1-212-558-3588
[email protected]

Scott Crofton is a partner in Sullivan & Cromwell’s Mergers and Acquisitions Group. He advises public and private companies as well as private equity firms on noteworthy domestic and cross-border transactions, alliances and joint ventures, and special situations and structures. He also counsels clients on corporate governance matters, defensive measures and other strategic matters. Scott has been recognized as a “Rising Star for Corporate, M&A and Private Equity” by Euromoney in 2021, a “Rising Star in M&A” by IFLR1000 from 2018-2020 and named a winner of M&A Advisor’s “Emerging Leader Award” in 2016.
Domestic Transactions. Mr. Crofton’s expertise includes a broad range of complex high-profile mergers and acquisitions in the U.S., including advising on the following:

  • Abrams Capital Management in the sale of Netrality Data Centers to Macquarie Infrastructure Partners IV
  • Apple Tree Partners as the majority shareholder in Syntimmune, in Syntimmune’s acquisition by Alexion Pharmaceuticals for up to $1.2 billion
  • AT&T in its $67 billion acquisition of DIRECTV
  • Blackstone in connection with Precision Medicine Group’s major investment and recapitalization
  • ​DiamondHead Holdings Corp., a SPAC, in its $300 million SEC-registered IPO and listing on Nasdaq, and in its potential acquisition
  • DISH Network in 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
    • acquisition of Republic Wireless and Ting Mobile
    • acquisition of certain hardware, software and over the-top assets from EchoStar in exchange for DISH’s interests in Hughes Retail Group
    • $10 billion unsolicited offer for Clearwire Corporation (later terminated)
  • Dynegy in its proposed take-private transactions with The Blackstone Group and Icahn Enterprises
  • Eastman Kodak Company in asset sale transactions in connection with its emergence from Chapter 11 bankruptcy proceedings
  • L3Harris (formerly Harris Corporation) in its:
    • $35 billion merger of equals between Harris Corporation and L3 Technologies
    • $4.6 billion acquisition of Exelis
    • $350 million sale of its Night Vision business to Elbit Systems of America
  • INC Research in its $7.4 billion merger of equals with inVentiv Health, creating Syneos Health
  • Stockholders of International Specialty Products in connection with its $3.2 billion sale to Ashland
  • Optimer Pharmaceuticals in its $800 million acquisition by Cubist Pharmaceuticals
  • Standard Industries Holdings in its $7 billion pending acquisition of W. R. Grace & Co.
  • Stryker Corporation in its $2.8 billion acquisition of Sage Products from Madison Dearborn Partners
  • Unisys in its $1.2 billion sale of its U.S. Federal business to Science Applications International
  • United Rentals in its successful topping bid to acquire Neff Corporation for $1.3 billion
  • Watlow in its sale to Tinicum L.P.
Cross-Border Transactions. Mr. Crofton has also advised on a variety of cross-border transactions involving both U.S. and non-U.S. companies, including:
  • AbbVie in its $55 billion proposed acquisition of Shire (U.K.) (later terminated)
  • Ally Financial in the $4.2 billion sale of its automotive lending operations in Europe and Latin America, as well as its share in a joint venture in China, to a subsidiary of General Motors
  • GAF, a Standard Industries company, in its pending acquisition of FT Synthetics (Canada)
  • HelloFresh (Germany) in its $277 million acquisition of Factor75
  • K+S AG (Germany) in its $3.2 billion sale of its Americas salt business to Stone Canyon Industries Holdings, Mark Demetree and affiliates
  • ​L3Harris in the $1.05 billion sale of its Military Training business to CAE (Canada) (2021)
  • Navistar International in its $3.7 billion acquisition by TRATON (formerly Volkswagen Truck & Bus) (Germany) and strategic alliance with TRATON including an equity investment in Navistar by TRATON and framework agreements for strategic technology and supply collaboration and a procurement joint venture
  • Standard Industries in its:
    • acquisition of Quest Construction Products
    • $2.1 billion acquisition of Braas Monier Building Group (Luxembourg/Germany)
  • Tenaris S.A. (Luxembourg) in its:
    • $1.2 billion acquisition of IPSCO Tubulars from PAO TMK (Russia)
    • $335 million sale of Republic Conduit to Nucor
  • Terumo Corporation (Japan) in its $1.1 billion acquisition of certain vascular closure product lines and access technologies from Abbott Laboratories and St. Jude Medical
  • UIL Holdings in its $4.6 billion acquisition by Iberdrola (Spain)
  • The Weir Group (U.K.) in its $405 million sale of its Oil & Gas division to Caterpillar and $1.3 billion acquisition of ESCO
Strategic Alliances, Joint Ventures and Complex Transaction Structures. Mr. Crofton also regularly advises clients in strategic alliances, joint ventures and complex multi-party transaction structures. He has crafted tailored solutions for his clients in a wide range of significant transactions, including the following:
  • Bright House Networks in its three-way combination with Charter Communications and Time Warner Cable, to create an $80 billion cable company
  • Collective Brands in its $2 billion sale and post-closing division of  business operations to a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital
  • Genesis Robotics in its strategic, controlling investment from Koch Chemical Technology Group, a unit of Koch Industries
  • Outerstuff in connection with its close on an investment by private equity funds affiliated with The Blackstone Group, resulting in a 50/50 economics and governance structure