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D. Scott Bennett

Partner, Corporate

Scott Bennett focuses his practice on representing issuers and investment banking firms in connection with public and private offerings of securities, as well as representing corporate clients in mergers and acquisitions. Mr. Bennett brings constructive solutions grounded in legal expertise and business judgment to his clients’ most complex matters. He 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 and blockchain and financial technology (FinTech).

Notable transactions include representing:

IPOs, Spin‑Offs and Split‑Offs

  • Becle (Jose Cuervo) in its MXN12.8 billion 144A/Reg. S international offering of shares in the United States and its concurrent MXN5.8 billion initial public offering offered in Mexico;
  • The underwriters in the $571 million initial public offering of GrafTech International;
  • Symetra Financial in its $420 million initial public offering of common stock;
  • The underwriters in the $236 million initial public offering of common stock of Gener8 Maritime;
  • GasLog Partners in its $203 million initial public offering of common units;
  • The underwriters in the $89 million initial public offering of common stock 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;
  • 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;
  • 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;
  • GasLog Ltd. in its $115 million registered offering of series A cumulative redeemable perpetual preference shares; and
  • The underwriters in the $115 million registered offering of series G cumulative redeemable perpetual preferred shares of Seaspan.

High‑Yield Debt Offerings

  • 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;
  • The initial purchasers in two 144A/Reg. S high‑yield senior notes offerings of Alcoa totaling $2 billion;
  • 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 three registered notes offerings totaling $23 billion, including its $10 billion debut registered notes offering;
  • The underwriters in four senior notes offerings of MPLX totaling $10.2 billion;
  • The initial purchasers in the $3.95 billion 144A/Reg. S senior notes offering of Baker Hughes, a GE Company;
  • The underwriters in the $3 billion registered notes offering of FirstEnergy; 
  • The underwriters in the $1 billion registered senior notes offering and the $1.5 billion registered fixed and floating rate senior notes offering of Phillips 66;
  • The underwriters in the $2 billion 144A/Reg. S notes offering of Alcon Finance;
  • The underwriters in two registered senior notes offerings of AmerisourceBergen totaling $1.75 billion;
  • Weyerhaeuser in two registered notes offerings totaling $1.5 billion;
  • The underwriters in the $1 billion registered senior notes offering of Marathon Oil; and
  • WestRock in its $1 billion 144A/Reg. S senior notes offering.

Convertible Offerings

  • The placement agents in the $1.05 billion private placement of series A perpetual convertible preferred units and common units of Phillips 66 Partners;
  • DHT Holdings in its $150 million private placement of convertible senior notes; 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

  • 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.

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 in 2006 where he was valedictorian, a Notes and Comments Editor of the Law Journal and was elected to the Order of the Coif.

Mr. Bennett joined Cravath in 2006 and was elected a partner in 2013. He currently serves as the Firm’s Corporate Hiring Partner and is a member of the Firm’s Diversity Committee.

Mr. Bennett is admitted only in New York.

Contact
+1 (212) 474-1132
+1 (212) 474-3700