Scott Petepiece

Scott Petepiece

Partner

Email

spetepiece@aoshearman.com

Phone

+1 212 848 8576

Offices

New York

V-CARD
Scott is Global Co-Head of M&A.

Scott has been involved in some of Wall Street's highest profile transactions and has more than two decades of experience advising boards or directors, companies and financial institutions in all aspects of public company transactions, including negotiated mergers, buy-outs, spin-offs and sales processes, unsolicited/contested transactions, topping bids, consortium investments, proxy contests, '34 Act reporting, minority investments, activist campaigns and other contentious situations. Scott is also actively involved in advising private equity sponsors, in all types of transactions, including take-private acquisitions and consortium investments.

His representative clients include Altice USA, Nokia, TELUS & TELUS International, Magris Resources, Canada Pension Plan Investment Board, Fairfax Financial, Stone Point Capital, Morgan Stanley, American Axle, Dell Financial Services, OMERS and Citigroup.

Scott is a Chambers-ranked practitioner and his practice has also been recognized by various other publications, including Legal 500 and ILFR 1000.  In 2021, Scott was named to The BTI Consulting Group's Client All-Stars List, a rare client-designated honor for excellence in client service as reflected in a survey of corporate America's top decision makers.

The Legal 500 US quotes clients who say that Scott is "without a doubt one the best M&A professionals," and regard him as an "exceptionally good negotiator" and "a great lawyer with a strong business sense and an ability to get things done regardless of how challenging the situation."

In addition to his work for clients, Scott is also  an Adjunct Professor at the University of Pennsylvania Law School where he teaches a course in cross-border & public company mergers and acquisitions.

Experience

Representative matters

  • SAP SE in the $12.5 billion acquisition of NASDAQ-listed company, Qualtrics International Inc. by PE firm, Silver Lake Management and the Canada Pension Plan Investment Board.
  • American Water Works Company, a NYSE-listed company, in the sale of its Homeowner Services Group to funds advised by Apax for approximately $1.275 billion.
  • Advanced Disposal Services, a NYSE-listed company, in its sales process and subsequent $4.9 billion buy-out by Waste Management, Inc., including the contemporaneous regulatory divestiture sale of $835 million in assets to GFL, Inc.
  • Altice SA and Altice USA, in connection with the initial public offering of shares of Altice USA on the NYSE and the subsequent $14 billion spin -off of Altice USA from Altice N.V., in the $2.3 billion sale by Altice USA of a 49.99% interest in its Lightpath Fiber Enterprise Business to Morgan Stanley Infrastructure Partners and in the acquisition by Altice USA of Audience Partners to enable multiscreen addressable advertising solutions.
  • WebMD Health Corp., a NASDAQ-listed company, in connection with various corporate and transactional matters, including its sales process and subsequent $2.8 billion take-private sale to a portfolio company of KKR, its tender offer to acquire up to $150 million of its common stock and in negotiating its director appointment agreement with Carl C. Icahn and certain affiliated entities.
  • Canada Pension Plan Investment Board in connection with various matters, including its $6.1 billion acquisition of NASDAQ-listed Pattern Energy Group, its $14 billion acquisition, together with Energy Capital Partners and Access Industries, of NYSE-listed Calpine Corporation, and in its sale of Air Distribution Technologies, Inc. to Johnson Controls, Inc.
  • Merrill Lynch & Co., Inc, a NYSE-listed financial institution, in its $50 billion stock for stock acquisition by Bank of America Corporation.
  • Dell Financial Services, a subsidiary of Dell Technologies, in the sale of its consumer credit portfolio to Comenity Capital Bank and the Bread Financial Group, and in connection with the negotiation of a de novo credit card program agreement governing the operation of its ongoing credit program.
  • The Rohatyn Group in connection with the acquisition of various funds comprising Ethos Private Equity, a leading alternative asset management firm in Africa.
  • Banco Bradesco S.A. in its $500 million acquisition of BAC Florida Bank.
  • Bojangles' Inc., a NASDAQ-listed company, in its sales process and subsequent take-private sale to Durational Capital Management and The Jordan Company.
  • American Axle & Manufacturing Holdings, Inc., a NYSE-listed company in connection with its $1.6 billion cash and stock acquisition of NYSE-listed Metaldyne Performance Group Inc., including the negotiation of a stockholders agreement with American Securities LLC in its capacity as a stockholder of the combined company, and in its acquisition of USM's Mexican operations.
  • Nokia Corporation, a NYSE-listed company, in connection with various matters, including the sale of its HERE digital mapping business to a consortium comprised of AUDI AG, BMW Group and Daimler AG, Inc., its acquisition of US-based start-up Eta Devices, its acquisition of Unium Inc., its acquisition of Withings SA's digital health platform, its €1.7 billion acquisition from Siemens AG of its 50% stake in the Nokia Siemens Network joint venture, in its acquisition of Medio Systems, Inc., and in its acquisition of SpaceTime Insight, Inc.
  • TELUS Corporation and TELUS International, in connection with the $8.5 billion initial public offering of shares of TELUS International on the NYSE and TSX, in TELUS International's $1 billion acquisition of Competence Call Center from Triple C, a subsidiary of Ardian France S.A., and in TELUS International's $935 million acquisition of Lionbridge AI, a global provider of crowd-based data annotation services.
  • OMERS Infrastructure Management in various transactions, including the acquisition of the development business of First Solar, Inc.
  • El Dorado Gold Company, a TSX-listed company, and its board of directors in connection with various transactional, financing and corporate governance matters.
  • Magris Resources, a company controlled by Aaron Regent and Temasek Holdings, in connection with its acquisition from Imerys Inc of the talc business and related mines formerly owned and operated by Johnson & Johnson.
  • Fairfax Financial Holdings in connection with various matters, including its $4.9 billion cash and stock acquisition of NYSE-listed Allied World Assurance Company Holdings, AG, its joint "stalking horse" bid with Sagard Capital Partners to acquire all of the assets of Performance Sports Group Ltd., its proposal to acquire Blackberry Limited and in its acquisition of Hartville Inc.
  • The Dow Chemical Company, a NYSE-listed company, in its $15 billion buy-out of Rohm and Haas Company, a NYSE-listed company.
  • Wausau Paper Corp., a NYSE-listed company, in its sales process and subsequent buy-out by Svenska Cellulosa Aktiebolaget.
  • Boston Scientific Corporation, a NYSE-listed company, in connection with its contested cash and stock acquisition of NYSE-listed Guidant Corporation.
  • Sterling Bancshares, Inc., a NYSE-listed financial institution, in its sales process and all-cash acquisition by Comerica Incorporated.
  • Cadbury Schweppes plc in the spin-off of its Americas beverages business and the listing of shares of Dr Pepper Snapple Group, Inc. on the NYSE.
  • A consortium of 12 of the largest technology companies in the world, organized by Intellectual Ventures and RPX Corporation, in connection with the acquisition of Eastman Kodak's digital imaging patent portfolio.
  • The Special Committee of the Board of Directors of X-Rite, Inc, a NYSE-listed company, in connection with equity investments in X- Rite, Inc. by One Equity Partners, Sagard Capital Partners and Tinicum Capital Partners.
  • Stone Point Capital in connection with various matters, including its acquisitions, along with American Mortgage Consultants, of Meridian Asset Services, LLC. and MBMS, Inc., its investment in First Data Corporation and in the merger of Pierpont Securities LLC with Amherst Securities Group LP.
  • Temasek Holdings in its investment in NYSE-listed Virtu Financial, Inc. and in connection with Virtu's acquisition of NYSE-listed KCG Holdings, Inc. and in its minority investment in Antero Resources Corporation, an NYSE-listed company.
  • Goldman Sachs Global Infrastructure Partners I, L.P. in connection with its acquisition of Union Site Management, L.L.C. and in its sale of GS Cell Site Holding LLC to Global Tower Partners, a Macquarie Group portfolio company.
  • IceArizona Holdings LP in the sale of a 51% stake of the National Hockey League's Arizona Coyotes franchise to Andrew Barroway and in connection with IceArizona Acquisition Co., LLC, an entity through which a consortium of Canadian and US investors completed a leveraged acquisition of the Phoenix Coyotes hockey club from the National Hockey League.
  • Helm Corporation in connection with the sale of Helm Bank SA to CorpBanca Colombia, a subsidiary of CorpBanca SA, for cash and shares.
  • Pierpont Securities Holdings in connection with its acquisition of Cortview Capital Holdings from Warburg Pincus.
  • Citigroup, Inc., a NYSE-listed financial institution, in connection with the acquisition from Capital One Financial Corporation of $7 billion of credit card receivables and accounts related to Best Buy Co. Inc.'s existing credit card program and the attendant negotiation of a bank program agreement with Best Buy to establish a de novo credit card program and in connection with its $11+ billion acquisition of the Costco co-branded credit card portfolio from American Express Company.
  • GENEWIZ Group in its $450 million acquisition by Brooks Automation, Inc.
  • GrupoSura in its co-investment transactions with General Atlantic Partners and the IFC related to its approximately $3.6 billion acquisition of ING's Latin American pensions, life insurance and investment management operations.
  • Citibank, Inc. in connection with its $6 billion acquisition of Federated Department Stores' credit card business, its $7 billion acquisition from GE Capital of The Home Depot's private label credit card portfolio and related credit card business, the sale of its electronic financial services business to JPMorgan Chase Bank, the acquisition from GE Capital of Exxon Mobil's private label credit card business, the renegotiation of its credit card program with Sears Holdings and Citibank's sale to GE Capital of its retail sales finance business.

Published Work

"Corporate M&A 2023 - Law and Practice," Chambers' 2023 USA Practice Guide, April  20, 2023

 

"Overview and Introduction to Chambers' First Technology M&A Guide," Chambers' 2022 Global Practice Guides, December 2021

 

"'Ordinary Course of Business' During Not-So Ordinary Times," M&A Watch, December 8, 2021

 

"Recent Shareholder Activism Trends," Harvard Law School Forum on Corporate Governance,  November 29, 2021

 

"Recent Shareholder Activism Trends," 2021 Corporate Governance Survey, November 2021

 

"'Mission Critical' Board Oversight," M&A Watch, November 4, 2021

 

"Contractual Limits on Liability Only Go So Far in Delaware," Law360, October 20, 2021

 

"Delaware Court Rejects Buyer's Claim of an MAE," Harvard Law School Forum on Corporate Governance, August 25, 2021

 

"SEC Considering Heightened Scrutiny of Projections in De-Spac Transactions," Harvard Law School Forum on Corporate Governance, May 17, 2021

 

"The Changing FinTech Landscape:  A Snapshot of M&A Themes and Trends," Rise (created by Barclays), S&P Global Market Intelligence and FinTech Foundry, May 6, 2021

 

"Seeking Your True Purpose? Delaware Offers Guidance on Section 220 requests," M&A Watch, November 20, 2019

 

"New Regulations Significantly Expand CFIUS Reach," M&A Watch, September 27, 2019

 

"Caremark Unfrozen: Delaware Supreme Court Revisits Oversight Claims," M&A Watch, July 1, 2019

 

"How to Get a Big "MAC" in Delaware," M&A Watch, October 5, 2018

 

"FTC Warning: Don't Overshare in Pending Deals," M&A Watch, April 5, 2018

 

"Ant Financial and MoneyGram Terminate Merger Agreement Due to CFIUS Concerns," M&A Watch, January 3, 2018

 

"That's the Way the Cookie Crumbles: Delaware Court Rejects MAE Claim in Commercial Contract Negotiation," M&A Watch, July 19, 2017

Recognition

“Scott is my go-to M&A adviser. He's got a deep understanding of negotiation dynamics, a fantastic sense of risk management and impeccable client service”
Chambers USA, 2024
“Scott Petepiece — superior judgment on the most complicated of issues”
Legal 500, 2024

Awards

  • Recommended Lawyer, M&A/Corporate and Commercial: M&A: Large Deals ($1BN+), Legal 500, 2023, 2024
  • Band 6, New York: Corporate / M&A, Chambers USA, 2023, 2024

Qualifications

Admissions

New York

Academic

B.A. (Hons.), University of Western Ontario, 1990

LL.B., University of Western Ontario, 1993

M.A., Syracuse University, 1998

Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.