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Four Decades for Justice

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D. Scott
Bennett

Partner, Corporate

sbennett@cravath.com
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Scott Bennett focuses his practice on representing issuers and investment banking firms in connection with public and private offerings of securities, other financing transactions and general corporate matters. Mr. Bennett advises clients across a broad range of industries, such as consumer products, oil and gas, financial services, healthcare, industrials and chemicals, media and entertainment, technology, telecommunications, shipping and transportation, fintech and crypto.

Notable transactions include representing:

IPOs, Spin‑Offs and Split‑Offs

  • Robinhood in its initial public offering;
  • Becle (Jose Cuervo) in its initial public offering;
  • The underwriters in the $571 million initial public offering of GrafTech International;
  • Symetra Financial in its $420 million initial public offering;
  • The underwriters in the $236 million initial public offering of Gener8 Maritime;
  • GasLog Partners in its $203 million initial public offering;
  • The underwriters in the $89 million initial public offering of Global Brass and Copper;
  • Novartis in its spin-off of Alcon;
  • Time Warner in its spin‑off of AOL; and
  • Weyerhaeuser in its offer to exchange all shares of Weyerhaeuser Real Estate Company (WRECO), which were converted into shares of common stock of TRI Pointe Homes for shares of Weyerhaeuser. The exchange offer was conducted in connection with Weyerhaeuser’s $2.8 billion sale of its homebuilding business to TRI Pointe.

Other Equity Offerings

  • The underwriters and agents in three at‑the‑market offerings of common units totaling up to $750 million and two registered offerings of common units totaling $964 million of Phillips 66 Partners;
  • Quibi in its $750 million Series C private financing;
  • GasLog Partners in numerous transactions, including three registered offerings of fixed‑to‑floating rate preferred units totaling $358 million and its $144 million at‑the‑market offering of common units;
  • The agents in the establishment of a $500 million at‑the‑market program of MPLX;
  • The underwriters and selling stockholders in the $465 million registered common stock offering of Alcoa related to Alcoa's separation of its Arconic Business;
  • Costamare in its $115 million registered perpetual preferred stock offering, its $96 million registered offering of common stock and its $72 million registered offering of common stock; and
  • GasLog Ltd. in its $115 million registered offering of series A cumulative redeemable perpetual preference shares.

High‑Yield Debt Offerings

  • The initial purchasers in three 144A/Reg. S high‑yield senior notes offerings of Alcoa totaling $2.5 billion;
  • The initial purchasers in the $550 million 144A/Reg. S high-yield senior notes offering of Hess Midstream Partners and the $800 million 144A/Reg. S high-yield senior notes offering of Hess Infrastructure Partners;
  • Weyerhaeuser in its $900 million 144A/Reg. S high‑yield senior notes offering of Weyerhaeuser Real Estate Company; and
  • The initial purchasers in the $450 million 144A/Reg. S high‑yield senior secured notes offering of Cornerstone Chemical used to finance the acquisition of Cornerstone by Littlejohn.

Investment Grade Debt Offerings

  • Qualcomm in five registered notes offerings totaling $26.4 billion, including its $10 billion debut registered notes offering;
  • The underwriters in eight senior notes offerings of MPLX totaling $17.35 billion;
  • The underwriters in three registered senior notes offerings of AmerisourceBergen totaling $4.28 billion;
  • The underwriters in four registered senior notes offerings of Phillips 66 totaling $5.5 billion, including the $1.25 billion registered senior notes offering to finance its merger with DCP Midstream;
  • The underwriters in three 144A/Reg. S notes offerings of Alcon Finance totaling $4.05 billion;
  • Weyerhaeuser in four registered notes offerings totaling $3.15 billion;
  • The underwriters in the $1 billion registered senior notes offering of Marathon Oil; 
  • WestRock in its $1 billion 144A/Reg. S senior notes offering; and
  • GasLog Ltd. in the private placement of $325 million of notes.

Convertible Offerings

  • Robinhood in its $3.4 billion private placement of convertible notes;
  • The placement agents in the $1.05 billion private placement of series A perpetual convertible preferred units and common units of Phillips 66 Partners; and
  • BioFuel Energy in its offering of subscription rights to purchase depositary shares representing interests in preferred stock that is automatically convertible into common stock.

Liability Management Transactions

  • Qualcomm in its $4 billion debt-for-debt exchange and cash tender offers;
  • The dealer managers in the $1.3 billion notes tender offer and consent solicitation of Novelis; and
  • The dealer manager in the notes tender offer and consent solicitation of RBS Global and Rexnord.

M&A Transactions

  • GasLog Ltd. in its pending acquisition of GasLog Partners;
  • The independent directors of JDA Software Group in the $2 billion leveraged buyout of JDA by affiliates of New Mountain Capital; 
  • White Mountains Insurance Group in the $1 billion sale of its Esurance and Answer Financial businesses to Allstate; and
  • Jose Cuervo in its $205 million acquisition of Pendleton Whisky brands.

Mr. Bennett was named a “Dealmaker of the Year” by The American Lawyer in 2020.  He was named a “Rising Star” by Law360 in 2018, recognizing him as one of three outstanding capital markets lawyers in the nation under the age of 40. Mr. Bennett has been repeatedly recognized for his work in the capital markets arena by The Legal 500 US, The Legal 500 Latin America and IFLR1000, among others. Additionally, he has been recognized for his work in the fintech sector by The Legal 500 US and his work in corporate law by The Best Lawyers in America, and he has been named one of the “500 Leading Dealmakers in America” by Lawdragon.

Mr. Bennett is a frequent speaker and author on a range of legal topics pertaining to capital markets and finance, as well as developments in the fintech industry. He recently participated in a panel at TechGC’s 2022 IPO Conference, discussing considerations for general counsels of companies viewing a potential IPO. Mr. Bennett co‑authored chapters on the current state of laws and regulations applicable to blockchain in the U.S. for recent editions of The Legal 500’s “Blockchain Country Comparative Guide.”

Mr. Bennett was born in Sarasota, Florida. He received a B.A. in Economics from Duke University in 2002. Mr. Bennett received a J.D. with High Honors from Emory University School of Law in 2006, where he was valedictorian and a member of the Law Journal.

Mr. Bennett joined Cravath in 2006 and was elected a partner in 2013. 

Notable transactions include representing:

IPOs, Spin‑Offs and Split‑Offs

  • Robinhood in its initial public offering;
  • Becle (Jose Cuervo) in its initial public offering;
  • The underwriters in the $571 million initial public offering of GrafTech International;
  • Symetra Financial in its $420 million initial public offering;
  • The underwriters in the $236 million initial public offering of Gener8 Maritime;
  • GasLog Partners in its $203 million initial public offering;
  • The underwriters in the $89 million initial public offering of Global Brass and Copper;
  • Novartis in its spin-off of Alcon;
  • Time Warner in its spin‑off of AOL; and
  • Weyerhaeuser in its offer to exchange all shares of Weyerhaeuser Real Estate Company (WRECO), which were converted into shares of common stock of TRI Pointe Homes for shares of Weyerhaeuser. The exchange offer was conducted in connection with Weyerhaeuser’s $2.8 billion sale of its homebuilding business to TRI Pointe.

Other Equity Offerings

  • The underwriters and agents in three at‑the‑market offerings of common units totaling up to $750 million and two registered offerings of common units totaling $964 million of Phillips 66 Partners;
  • Quibi in its $750 million Series C private financing;
  • GasLog Partners in numerous transactions, including three registered offerings of fixed‑to‑floating rate preferred units totaling $358 million and its $144 million at‑the‑market offering of common units;
  • The agents in the establishment of a $500 million at‑the‑market program of MPLX;
  • The underwriters and selling stockholders in the $465 million registered common stock offering of Alcoa related to Alcoa's separation of its Arconic Business;
  • Costamare in its $115 million registered perpetual preferred stock offering, its $96 million registered offering of common stock and its $72 million registered offering of common stock; and
  • GasLog Ltd. in its $115 million registered offering of series A cumulative redeemable perpetual preference shares.

High‑Yield Debt Offerings

  • The initial purchasers in three 144A/Reg. S high‑yield senior notes offerings of Alcoa totaling $2.5 billion;
  • The initial purchasers in the $550 million 144A/Reg. S high-yield senior notes offering of Hess Midstream Partners and the $800 million 144A/Reg. S high-yield senior notes offering of Hess Infrastructure Partners;
  • Weyerhaeuser in its $900 million 144A/Reg. S high‑yield senior notes offering of Weyerhaeuser Real Estate Company; and
  • The initial purchasers in the $450 million 144A/Reg. S high‑yield senior secured notes offering of Cornerstone Chemical used to finance the acquisition of Cornerstone by Littlejohn.

Investment Grade Debt Offerings

  • Qualcomm in five registered notes offerings totaling $26.4 billion, including its $10 billion debut registered notes offering;
  • The underwriters in eight senior notes offerings of MPLX totaling $17.35 billion;
  • The underwriters in three registered senior notes offerings of AmerisourceBergen totaling $4.28 billion;
  • The underwriters in four registered senior notes offerings of Phillips 66 totaling $5.5 billion, including the $1.25 billion registered senior notes offering to finance its merger with DCP Midstream;
  • The underwriters in three 144A/Reg. S notes offerings of Alcon Finance totaling $4.05 billion;
  • Weyerhaeuser in four registered notes offerings totaling $3.15 billion;
  • The underwriters in the $1 billion registered senior notes offering of Marathon Oil; 
  • WestRock in its $1 billion 144A/Reg. S senior notes offering; and
  • GasLog Ltd. in the private placement of $325 million of notes.

Convertible Offerings

  • Robinhood in its $3.4 billion private placement of convertible notes;
  • The placement agents in the $1.05 billion private placement of series A perpetual convertible preferred units and common units of Phillips 66 Partners; and
  • BioFuel Energy in its offering of subscription rights to purchase depositary shares representing interests in preferred stock that is automatically convertible into common stock.

Liability Management Transactions

  • Qualcomm in its $4 billion debt-for-debt exchange and cash tender offers;
  • The dealer managers in the $1.3 billion notes tender offer and consent solicitation of Novelis; and
  • The dealer manager in the notes tender offer and consent solicitation of RBS Global and Rexnord.

M&A Transactions

  • GasLog Ltd. in its pending acquisition of GasLog Partners;
  • The independent directors of JDA Software Group in the $2 billion leveraged buyout of JDA by affiliates of New Mountain Capital; 
  • White Mountains Insurance Group in the $1 billion sale of its Esurance and Answer Financial businesses to Allstate; and
  • Jose Cuervo in its $205 million acquisition of Pendleton Whisky brands.

Mr. Bennett was named a “Dealmaker of the Year” by The American Lawyer in 2020.  He was named a “Rising Star” by Law360 in 2018, recognizing him as one of three outstanding capital markets lawyers in the nation under the age of 40. Mr. Bennett has been repeatedly recognized for his work in the capital markets arena by The Legal 500 US, The Legal 500 Latin America and IFLR1000, among others. Additionally, he has been recognized for his work in the fintech sector by The Legal 500 US and his work in corporate law by The Best Lawyers in America, and he has been named one of the “500 Leading Dealmakers in America” by Lawdragon.

Mr. Bennett is a frequent speaker and author on a range of legal topics pertaining to capital markets and finance, as well as developments in the fintech industry. He recently participated in a panel at TechGC’s 2022 IPO Conference, discussing considerations for general counsels of companies viewing a potential IPO. Mr. Bennett co‑authored chapters on the current state of laws and regulations applicable to blockchain in the U.S. for recent editions of The Legal 500’s “Blockchain Country Comparative Guide.”

Mr. Bennett was born in Sarasota, Florida. He received a B.A. in Economics from Duke University in 2002. Mr. Bennett received a J.D. with High Honors from Emory University School of Law in 2006, where he was valedictorian and a member of the Law Journal.

Mr. Bennett joined Cravath in 2006 and was elected a partner in 2013. 

Education

  • J.D., 2006, Emory University School of Law
    Order of the Coif; James Colson Scholar
  • B.A., 2002, Duke University

Admitted In

  • New York

Rankings

The American Lawyer

  • Dealmaker of the Year (2020)

Best Lawyers in America

  • Corporate Law (2023, 2022)

IFLR1000

  • Banking - US (2023‑2016)
  • Capital Markets - US (2023‑2016)

Law360

  • Rising Star: Capital Markets (2018)

Lawdragon

  • 500 Leading Dealmakers in America (2022, 2021)

The Legal 500 Latin America

  • Capital Markets – Latin America: International Firms (2017, 2016, 2015)
  • Corporate and M&A – Latin America: International Firms (2017, 2016)

The Legal 500 US

  • Capital Markets: Debt Offerings (2022, 2021, 2020, 2016, 2014)
  • Capital Markets: Equity Offerings (2022-2017, 2015, 2014)
  • Capital Markets: Global Offerings (2022-2017, 2014)
  • Capital Markets: High‑Yield Debt Offerings (2015)
  • Fintech (2022-2019)
  • Technology Transactions (2016)
  • Telecoms and Broadcast: Transactions (2018)

Super Lawyers ‑ Rising Stars ‑ New York

  • Securities & Corporate Finance (2017, 2016)

Deals & Cases

April 06, 2023

GasLog Ltd.’s Acquisition of GasLog Partners

On April 6, 2023, GasLog Ltd. (“GasLog”) and GasLog Partners LP (“GasLog Partners”), each an international owner and operator of liquefied natural gas carriers, announced that they have entered into a definitive merger agreement pursuant to which GasLog will acquire all of the outstanding common units of GasLog Partners not beneficially owned by GasLog for overall consideration of $8.65 per common unit in cash. Cravath is representing GasLog in connection with the transaction.

Deals & Cases

March 15, 2023

Leidos Inc.’s Registered Notes Offering and Concurrent Cash Tender Offer

Cravath represented the underwriters in connection with the $750 million registered notes offering of Leidos Inc., guaranteed by Leidos Holdings, Inc., a technology, engineering and science company that provides services and solutions in the defense, intelligence, civil and health markets. Cravath also represented the dealer managers in connection with Leidos, Inc.’s concurrent $500 million cash tender offer. The transactions closed on February 28, 2023.

Deals & Cases

September 06, 2022

Texas Capital Bank’s $3.4 Billion Sale of BankDirect Capital Finance to Truist

On September 6, 2022, Texas Capital Bancshares, Inc. (“Texas Capital”) announced it has entered into a definitive agreement to sell BankDirect Capital Finance, LLC (“BankDirect”), its insurance premium finance subsidiary, to AFCO Credit Corporation (“AFCO”), an indirect wholly‑owned subsidiary of Truist Financial Corp. (“Truist”), in an all‑cash transaction for a purchase price of approximately $3.4 billion. This transaction represents the divestiture of the entire business unit including the equity interests of BankDirect and the associated loan balances held by Texas Capital Bank and no parent funding, deposits or capital will be transferred. Cravath is representing Texas Capital in connection with the transaction.

Deals & Cases

August 29, 2022

MPLX LP’s $1 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $1 billion registered senior notes offering of MPLX LP, a master limited partnership formed by Marathon Petroleum Corporation. MPLX LP owns, operates, develops and acquires pipelines and other midstream assets related to the transportation and storage of crude oil, refined products and other hydrocarbon‑based products. The transaction closed on August 11, 2022.

Deals & Cases

August 26, 2022

The Sherwin Williams Company’s $1 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $1 billion registered senior notes offering of The Sherwin Williams Company, a developer, manufacturer and distributor of paint, coatings and related products to professional, industrial, commercial and retail customers. The transaction closed on August 10, 2022.

Activities & Publications

May 19, 2023

Cravath Collaborates in Publishing Report on Benefits of Distributed Ledger Technology for Capital Markets

On May 17, 2023, Cravath, in collaboration with the Global Financial Markets Association (GFMA), Boston Consulting Group (BCG) and Clifford Chance, published a report highlighting the potential transformative benefits of Distributed Ledger Technology (DLT) for capital markets and calling for market participants to shape its future use, as well as for greater regulatory clarity from policy makers. The report, “The Impact of Distributed Ledger Technology in Global Capital Markets,” evaluates the opportunities and risks of DLT and DLT‑based securities and assesses the applicability of existing legal, regulatory and risk management frameworks. Cravath partners D. Scott Bennett and Elad L. Roisman contributed to the publication, assisted by associates Daniel M. Barabander and Danjie Fang. Danielle A. Solaru also contributed to the publication.

Activities & Publications

April 07, 2023

Scott Bennett Moderates Panel at 2023 Harvard Blockchain Conference

On April 1, 2023, Cravath partner D. Scott Bennett participated in the second annual Blockchain Conference, which was hosted by Harvard College, Harvard Business School, Harvard Kennedy School and Harvard Law School from March 31 – April 2, 2023, in Cambridge, MA. The conference featured leading developers, researchers and professionals to discuss a range of topics in the blockchain space, including DeFi, Web3 and the evolving regulatory environment. Scott moderated a panel entitled “Law & Crypto.”

Activities & Publications

March 02, 2023

SEC Forces Kraken To Terminate Cryptocurrency Staking-as-a-Service Program

On February 22, 2023, Cravath prepared a memo for its clients entitled “SEC Forces Kraken To Terminate Cryptocurrency Staking-as-a-Service Program.” The memo examines the U.S. Securities and Exchange Commission’s recent complaint against cryptocurrency exchange Kraken for failing to register its staking-as-a-service (“StaaS”) program as a securities offering, in violation of Section 5 of the Securities Act of 1933.

Activities & Publications

January 11, 2023

Dave Kappos, Scott Bennett, Mike Mariani and Sasha Rosenthal‑Larrea Co‑Author Article for the Stanford Journal of Blockchain Law & Policy

Cravath partners David J. Kappos, D. Scott Bennett, Michael E. Mariani and Sasha Rosenthal‑Larrea and associates Daniel M. Barabander and Callum A.F. Sproule co‑authored an article entitled “NFTs, Incentives and Control: Technical Mechanisms and Intellectual Property Rights,” which was published to the website of the Stanford Journal of Blockchain Law & Policy on January 10, 2023. The article discusses how NFT creators use technical and legal measures to exert control over their creations, even after those creations are sold to purchasers, and how the mechanisms for such control are a fundamental part of the smart contracts governing most NFTs. The article will be featured in the forthcoming print edition of the journal (Vol. 6, No. 1) this spring.

Activities & Publications

November 18, 2022

SEC v. LBRY, Inc.: Federal Court Rules Cryptotoken Distribution Was an Unregistered Securities Offering

On November 17, 2022, Cravath prepared a memo for its clients entitled “SEC v. LBRY, Inc.: Federal Court Rules Cryptotoken Distribution Was an Unregistered Securities Offering,” which examined a recent decision by the U.S. District Court for the District of New Hampshire in SEC v. LBRY, Inc., a case at the intersection of cryptoasset regulation and securities law.

Scott Bennett focuses his practice on representing issuers and investment banking firms in connection with public and private offerings of securities, other financing transactions and general corporate matters. Mr. Bennett advises clients across a broad range of industries, such as consumer products, oil and gas, financial services, healthcare, industrials and chemicals, media and entertainment, technology, telecommunications, shipping and transportation, fintech and crypto.

Notable transactions include representing:

IPOs, Spin‑Offs and Split‑Offs

  • Robinhood in its initial public offering;
  • Becle (Jose Cuervo) in its initial public offering;
  • The underwriters in the $571 million initial public offering of GrafTech International;
  • Symetra Financial in its $420 million initial public offering;
  • The underwriters in the $236 million initial public offering of Gener8 Maritime;
  • GasLog Partners in its $203 million initial public offering;
  • The underwriters in the $89 million initial public offering of Global Brass and Copper;
  • Novartis in its spin-off of Alcon;
  • Time Warner in its spin‑off of AOL; and
  • Weyerhaeuser in its offer to exchange all shares of Weyerhaeuser Real Estate Company (WRECO), which were converted into shares of common stock of TRI Pointe Homes for shares of Weyerhaeuser. The exchange offer was conducted in connection with Weyerhaeuser’s $2.8 billion sale of its homebuilding business to TRI Pointe.

Other Equity Offerings

  • The underwriters and agents in three at‑the‑market offerings of common units totaling up to $750 million and two registered offerings of common units totaling $964 million of Phillips 66 Partners;
  • Quibi in its $750 million Series C private financing;
  • GasLog Partners in numerous transactions, including three registered offerings of fixed‑to‑floating rate preferred units totaling $358 million and its $144 million at‑the‑market offering of common units;
  • The agents in the establishment of a $500 million at‑the‑market program of MPLX;
  • The underwriters and selling stockholders in the $465 million registered common stock offering of Alcoa related to Alcoa's separation of its Arconic Business;
  • Costamare in its $115 million registered perpetual preferred stock offering, its $96 million registered offering of common stock and its $72 million registered offering of common stock; and
  • GasLog Ltd. in its $115 million registered offering of series A cumulative redeemable perpetual preference shares.

High‑Yield Debt Offerings

  • The initial purchasers in three 144A/Reg. S high‑yield senior notes offerings of Alcoa totaling $2.5 billion;
  • The initial purchasers in the $550 million 144A/Reg. S high-yield senior notes offering of Hess Midstream Partners and the $800 million 144A/Reg. S high-yield senior notes offering of Hess Infrastructure Partners;
  • Weyerhaeuser in its $900 million 144A/Reg. S high‑yield senior notes offering of Weyerhaeuser Real Estate Company; and
  • The initial purchasers in the $450 million 144A/Reg. S high‑yield senior secured notes offering of Cornerstone Chemical used to finance the acquisition of Cornerstone by Littlejohn.

Investment Grade Debt Offerings

  • Qualcomm in five registered notes offerings totaling $26.4 billion, including its $10 billion debut registered notes offering;
  • The underwriters in eight senior notes offerings of MPLX totaling $17.35 billion;
  • The underwriters in three registered senior notes offerings of AmerisourceBergen totaling $4.28 billion;
  • The underwriters in four registered senior notes offerings of Phillips 66 totaling $5.5 billion, including the $1.25 billion registered senior notes offering to finance its merger with DCP Midstream;
  • The underwriters in three 144A/Reg. S notes offerings of Alcon Finance totaling $4.05 billion;
  • Weyerhaeuser in four registered notes offerings totaling $3.15 billion;
  • The underwriters in the $1 billion registered senior notes offering of Marathon Oil; 
  • WestRock in its $1 billion 144A/Reg. S senior notes offering; and
  • GasLog Ltd. in the private placement of $325 million of notes.

Convertible Offerings

  • Robinhood in its $3.4 billion private placement of convertible notes;
  • The placement agents in the $1.05 billion private placement of series A perpetual convertible preferred units and common units of Phillips 66 Partners; and
  • BioFuel Energy in its offering of subscription rights to purchase depositary shares representing interests in preferred stock that is automatically convertible into common stock.

Liability Management Transactions

  • Qualcomm in its $4 billion debt-for-debt exchange and cash tender offers;
  • The dealer managers in the $1.3 billion notes tender offer and consent solicitation of Novelis; and
  • The dealer manager in the notes tender offer and consent solicitation of RBS Global and Rexnord.

M&A Transactions

  • GasLog Ltd. in its pending acquisition of GasLog Partners;
  • The independent directors of JDA Software Group in the $2 billion leveraged buyout of JDA by affiliates of New Mountain Capital; 
  • White Mountains Insurance Group in the $1 billion sale of its Esurance and Answer Financial businesses to Allstate; and
  • Jose Cuervo in its $205 million acquisition of Pendleton Whisky brands.

Mr. Bennett was named a “Dealmaker of the Year” by The American Lawyer in 2020.  He was named a “Rising Star” by Law360 in 2018, recognizing him as one of three outstanding capital markets lawyers in the nation under the age of 40. Mr. Bennett has been repeatedly recognized for his work in the capital markets arena by The Legal 500 US, The Legal 500 Latin America and IFLR1000, among others. Additionally, he has been recognized for his work in the fintech sector by The Legal 500 US and his work in corporate law by The Best Lawyers in America, and he has been named one of the “500 Leading Dealmakers in America” by Lawdragon.

Mr. Bennett is a frequent speaker and author on a range of legal topics pertaining to capital markets and finance, as well as developments in the fintech industry. He recently participated in a panel at TechGC’s 2022 IPO Conference, discussing considerations for general counsels of companies viewing a potential IPO. Mr. Bennett co‑authored chapters on the current state of laws and regulations applicable to blockchain in the U.S. for recent editions of The Legal 500’s “Blockchain Country Comparative Guide.”

Mr. Bennett was born in Sarasota, Florida. He received a B.A. in Economics from Duke University in 2002. Mr. Bennett received a J.D. with High Honors from Emory University School of Law in 2006, where he was valedictorian and a member of the Law Journal.

Mr. Bennett joined Cravath in 2006 and was elected a partner in 2013. 

Notable transactions include representing:

IPOs, Spin‑Offs and Split‑Offs

  • Robinhood in its initial public offering;
  • Becle (Jose Cuervo) in its initial public offering;
  • The underwriters in the $571 million initial public offering of GrafTech International;
  • Symetra Financial in its $420 million initial public offering;
  • The underwriters in the $236 million initial public offering of Gener8 Maritime;
  • GasLog Partners in its $203 million initial public offering;
  • The underwriters in the $89 million initial public offering of Global Brass and Copper;
  • Novartis in its spin-off of Alcon;
  • Time Warner in its spin‑off of AOL; and
  • Weyerhaeuser in its offer to exchange all shares of Weyerhaeuser Real Estate Company (WRECO), which were converted into shares of common stock of TRI Pointe Homes for shares of Weyerhaeuser. The exchange offer was conducted in connection with Weyerhaeuser’s $2.8 billion sale of its homebuilding business to TRI Pointe.

Other Equity Offerings

  • The underwriters and agents in three at‑the‑market offerings of common units totaling up to $750 million and two registered offerings of common units totaling $964 million of Phillips 66 Partners;
  • Quibi in its $750 million Series C private financing;
  • GasLog Partners in numerous transactions, including three registered offerings of fixed‑to‑floating rate preferred units totaling $358 million and its $144 million at‑the‑market offering of common units;
  • The agents in the establishment of a $500 million at‑the‑market program of MPLX;
  • The underwriters and selling stockholders in the $465 million registered common stock offering of Alcoa related to Alcoa's separation of its Arconic Business;
  • Costamare in its $115 million registered perpetual preferred stock offering, its $96 million registered offering of common stock and its $72 million registered offering of common stock; and
  • GasLog Ltd. in its $115 million registered offering of series A cumulative redeemable perpetual preference shares.

High‑Yield Debt Offerings

  • The initial purchasers in three 144A/Reg. S high‑yield senior notes offerings of Alcoa totaling $2.5 billion;
  • The initial purchasers in the $550 million 144A/Reg. S high-yield senior notes offering of Hess Midstream Partners and the $800 million 144A/Reg. S high-yield senior notes offering of Hess Infrastructure Partners;
  • Weyerhaeuser in its $900 million 144A/Reg. S high‑yield senior notes offering of Weyerhaeuser Real Estate Company; and
  • The initial purchasers in the $450 million 144A/Reg. S high‑yield senior secured notes offering of Cornerstone Chemical used to finance the acquisition of Cornerstone by Littlejohn.

Investment Grade Debt Offerings

  • Qualcomm in five registered notes offerings totaling $26.4 billion, including its $10 billion debut registered notes offering;
  • The underwriters in eight senior notes offerings of MPLX totaling $17.35 billion;
  • The underwriters in three registered senior notes offerings of AmerisourceBergen totaling $4.28 billion;
  • The underwriters in four registered senior notes offerings of Phillips 66 totaling $5.5 billion, including the $1.25 billion registered senior notes offering to finance its merger with DCP Midstream;
  • The underwriters in three 144A/Reg. S notes offerings of Alcon Finance totaling $4.05 billion;
  • Weyerhaeuser in four registered notes offerings totaling $3.15 billion;
  • The underwriters in the $1 billion registered senior notes offering of Marathon Oil; 
  • WestRock in its $1 billion 144A/Reg. S senior notes offering; and
  • GasLog Ltd. in the private placement of $325 million of notes.

Convertible Offerings

  • Robinhood in its $3.4 billion private placement of convertible notes;
  • The placement agents in the $1.05 billion private placement of series A perpetual convertible preferred units and common units of Phillips 66 Partners; and
  • BioFuel Energy in its offering of subscription rights to purchase depositary shares representing interests in preferred stock that is automatically convertible into common stock.

Liability Management Transactions

  • Qualcomm in its $4 billion debt-for-debt exchange and cash tender offers;
  • The dealer managers in the $1.3 billion notes tender offer and consent solicitation of Novelis; and
  • The dealer manager in the notes tender offer and consent solicitation of RBS Global and Rexnord.

M&A Transactions

  • GasLog Ltd. in its pending acquisition of GasLog Partners;
  • The independent directors of JDA Software Group in the $2 billion leveraged buyout of JDA by affiliates of New Mountain Capital; 
  • White Mountains Insurance Group in the $1 billion sale of its Esurance and Answer Financial businesses to Allstate; and
  • Jose Cuervo in its $205 million acquisition of Pendleton Whisky brands.

Mr. Bennett was named a “Dealmaker of the Year” by The American Lawyer in 2020.  He was named a “Rising Star” by Law360 in 2018, recognizing him as one of three outstanding capital markets lawyers in the nation under the age of 40. Mr. Bennett has been repeatedly recognized for his work in the capital markets arena by The Legal 500 US, The Legal 500 Latin America and IFLR1000, among others. Additionally, he has been recognized for his work in the fintech sector by The Legal 500 US and his work in corporate law by The Best Lawyers in America, and he has been named one of the “500 Leading Dealmakers in America” by Lawdragon.

Mr. Bennett is a frequent speaker and author on a range of legal topics pertaining to capital markets and finance, as well as developments in the fintech industry. He recently participated in a panel at TechGC’s 2022 IPO Conference, discussing considerations for general counsels of companies viewing a potential IPO. Mr. Bennett co‑authored chapters on the current state of laws and regulations applicable to blockchain in the U.S. for recent editions of The Legal 500’s “Blockchain Country Comparative Guide.”

Mr. Bennett was born in Sarasota, Florida. He received a B.A. in Economics from Duke University in 2002. Mr. Bennett received a J.D. with High Honors from Emory University School of Law in 2006, where he was valedictorian and a member of the Law Journal.

Mr. Bennett joined Cravath in 2006 and was elected a partner in 2013. 

Education

  • J.D., 2006, Emory University School of Law
    Order of the Coif; James Colson Scholar
  • B.A., 2002, Duke University

Admitted In

  • New York

Rankings

The American Lawyer

  • Dealmaker of the Year (2020)

Best Lawyers in America

  • Corporate Law (2023, 2022)

IFLR1000

  • Banking - US (2023‑2016)
  • Capital Markets - US (2023‑2016)

Law360

  • Rising Star: Capital Markets (2018)

Lawdragon

  • 500 Leading Dealmakers in America (2022, 2021)

The Legal 500 Latin America

  • Capital Markets – Latin America: International Firms (2017, 2016, 2015)
  • Corporate and M&A – Latin America: International Firms (2017, 2016)

The Legal 500 US

  • Capital Markets: Debt Offerings (2022, 2021, 2020, 2016, 2014)
  • Capital Markets: Equity Offerings (2022-2017, 2015, 2014)
  • Capital Markets: Global Offerings (2022-2017, 2014)
  • Capital Markets: High‑Yield Debt Offerings (2015)
  • Fintech (2022-2019)
  • Technology Transactions (2016)
  • Telecoms and Broadcast: Transactions (2018)

Super Lawyers ‑ Rising Stars ‑ New York

  • Securities & Corporate Finance (2017, 2016)

Deals & Cases

April 06, 2023

GasLog Ltd.’s Acquisition of GasLog Partners

On April 6, 2023, GasLog Ltd. (“GasLog”) and GasLog Partners LP (“GasLog Partners”), each an international owner and operator of liquefied natural gas carriers, announced that they have entered into a definitive merger agreement pursuant to which GasLog will acquire all of the outstanding common units of GasLog Partners not beneficially owned by GasLog for overall consideration of $8.65 per common unit in cash. Cravath is representing GasLog in connection with the transaction.

Deals & Cases

March 15, 2023

Leidos Inc.’s Registered Notes Offering and Concurrent Cash Tender Offer

Cravath represented the underwriters in connection with the $750 million registered notes offering of Leidos Inc., guaranteed by Leidos Holdings, Inc., a technology, engineering and science company that provides services and solutions in the defense, intelligence, civil and health markets. Cravath also represented the dealer managers in connection with Leidos, Inc.’s concurrent $500 million cash tender offer. The transactions closed on February 28, 2023.

Deals & Cases

September 06, 2022

Texas Capital Bank’s $3.4 Billion Sale of BankDirect Capital Finance to Truist

On September 6, 2022, Texas Capital Bancshares, Inc. (“Texas Capital”) announced it has entered into a definitive agreement to sell BankDirect Capital Finance, LLC (“BankDirect”), its insurance premium finance subsidiary, to AFCO Credit Corporation (“AFCO”), an indirect wholly‑owned subsidiary of Truist Financial Corp. (“Truist”), in an all‑cash transaction for a purchase price of approximately $3.4 billion. This transaction represents the divestiture of the entire business unit including the equity interests of BankDirect and the associated loan balances held by Texas Capital Bank and no parent funding, deposits or capital will be transferred. Cravath is representing Texas Capital in connection with the transaction.

Deals & Cases

August 29, 2022

MPLX LP’s $1 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $1 billion registered senior notes offering of MPLX LP, a master limited partnership formed by Marathon Petroleum Corporation. MPLX LP owns, operates, develops and acquires pipelines and other midstream assets related to the transportation and storage of crude oil, refined products and other hydrocarbon‑based products. The transaction closed on August 11, 2022.

Deals & Cases

August 26, 2022

The Sherwin Williams Company’s $1 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $1 billion registered senior notes offering of The Sherwin Williams Company, a developer, manufacturer and distributor of paint, coatings and related products to professional, industrial, commercial and retail customers. The transaction closed on August 10, 2022.

Activities & Publications

May 19, 2023

Cravath Collaborates in Publishing Report on Benefits of Distributed Ledger Technology for Capital Markets

On May 17, 2023, Cravath, in collaboration with the Global Financial Markets Association (GFMA), Boston Consulting Group (BCG) and Clifford Chance, published a report highlighting the potential transformative benefits of Distributed Ledger Technology (DLT) for capital markets and calling for market participants to shape its future use, as well as for greater regulatory clarity from policy makers. The report, “The Impact of Distributed Ledger Technology in Global Capital Markets,” evaluates the opportunities and risks of DLT and DLT‑based securities and assesses the applicability of existing legal, regulatory and risk management frameworks. Cravath partners D. Scott Bennett and Elad L. Roisman contributed to the publication, assisted by associates Daniel M. Barabander and Danjie Fang. Danielle A. Solaru also contributed to the publication.

Activities & Publications

April 07, 2023

Scott Bennett Moderates Panel at 2023 Harvard Blockchain Conference

On April 1, 2023, Cravath partner D. Scott Bennett participated in the second annual Blockchain Conference, which was hosted by Harvard College, Harvard Business School, Harvard Kennedy School and Harvard Law School from March 31 – April 2, 2023, in Cambridge, MA. The conference featured leading developers, researchers and professionals to discuss a range of topics in the blockchain space, including DeFi, Web3 and the evolving regulatory environment. Scott moderated a panel entitled “Law & Crypto.”

Activities & Publications

March 02, 2023

SEC Forces Kraken To Terminate Cryptocurrency Staking-as-a-Service Program

On February 22, 2023, Cravath prepared a memo for its clients entitled “SEC Forces Kraken To Terminate Cryptocurrency Staking-as-a-Service Program.” The memo examines the U.S. Securities and Exchange Commission’s recent complaint against cryptocurrency exchange Kraken for failing to register its staking-as-a-service (“StaaS”) program as a securities offering, in violation of Section 5 of the Securities Act of 1933.

Activities & Publications

January 11, 2023

Dave Kappos, Scott Bennett, Mike Mariani and Sasha Rosenthal‑Larrea Co‑Author Article for the Stanford Journal of Blockchain Law & Policy

Cravath partners David J. Kappos, D. Scott Bennett, Michael E. Mariani and Sasha Rosenthal‑Larrea and associates Daniel M. Barabander and Callum A.F. Sproule co‑authored an article entitled “NFTs, Incentives and Control: Technical Mechanisms and Intellectual Property Rights,” which was published to the website of the Stanford Journal of Blockchain Law & Policy on January 10, 2023. The article discusses how NFT creators use technical and legal measures to exert control over their creations, even after those creations are sold to purchasers, and how the mechanisms for such control are a fundamental part of the smart contracts governing most NFTs. The article will be featured in the forthcoming print edition of the journal (Vol. 6, No. 1) this spring.

Activities & Publications

November 18, 2022

SEC v. LBRY, Inc.: Federal Court Rules Cryptotoken Distribution Was an Unregistered Securities Offering

On November 17, 2022, Cravath prepared a memo for its clients entitled “SEC v. LBRY, Inc.: Federal Court Rules Cryptotoken Distribution Was an Unregistered Securities Offering,” which examined a recent decision by the U.S. District Court for the District of New Hampshire in SEC v. LBRY, Inc., a case at the intersection of cryptoasset regulation and securities law.

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