image description

Scott B. Crofton

Partner

Scott B. Crofton

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

Recognized as a “Rising Star in M&A” by IFLR1000 in 2018 and 2019 and named a winner of M&A Advisor’s “Emerging Leader Award” in 2016, Scott Crofton is a partner in Sullivan & Cromwell’s Mergers and Acquisitions Group. He advises public and private companies, boards of directors and special committees on noteworthy domestic and cross-border transactions, alliances and joint ventures, and special situations and structures. He also counsels clients on corporate governance matters, stockholder activist situations and unsolicited takeover proposals.

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
  • DISH Network in its:
    • agreement with T-Mobile, Sprint and the U.S. Department of Justice under which DISH will acquire Sprint’s prepaid wireless business and enter the U.S. wireless market as the fourth nationwide facilities-based provider
    • 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
  • Harris Corporation in its:
    • $35 billion merger of equals with L3 Technologies to form L3Harris 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
  • Stryker Corporation in its $2.8 billion acquisition of Sage Products from Madison Dearborn Partners
  • United Rentals in its successful topping bid to acquire Neff Corporation for $1.3 billion
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
  • 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 pending 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 $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
  • Navistar International in its strategic alliance with TRATON (formerly Volkswagen Truck & Bus) (Germany) including an equity investment in Navistar by TRATON and framework agreements for strategic technology and supply collaboration and a procurement joint venture
  • 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