B. Scott Gootee

Experience

Represents clients in domestic and cross-border mergers, acquisitions and divestitures, including:

• Merger of a U.S. based commodity-management and grain storage company (with publicly disclosed revenues of $4.6 billion), with a North American energy, commodity-management and storage company (terms not disclosed)
• Divestiture by an international conglomerate of its Brazilian oil and gas exploration and production business (terms not disclosed)
• Sale of Everest Global Technology Group, LLC, an internet, telephony and cable service business and subsidiary of Aquila, Inc. (NYSE), to Seaport Capital Partners III, L.P. through an auction process (terms not disclosed)
• Sale of Industrial Fumigant Company, an ESOP-owned industrial services company, to Rollins, Inc. (NYSE) (terms not disclosed)
• Sale of AeroComm Inc., a designer and manufacturer of wireless communications systems, to Laird Technologies, Inc., a subsidiary of Laird Group PLC (LSE) (terms not disclosed)
• Merger of equals of FCStone Group, Inc. (NASDAQ) and International Assets Holding Corporation (NASDAQ) resulting in a combined company with a market capitalization of $285 million
• Sale of Embarq Logistics, Inc., a telecommunications supply chain, distribution and deployment business and subsidiary of Embarq Corporation (NYSE), to KGP Telecommunications, Inc. (terms not disclosed)
• $1.65 billion hostile bid by Euronet Worldwide, Inc. (NASDAQ) for MoneyGram International, Inc. (NYSE)
• $533 million leveraged buyout of Angelica Corporation (NYSE) by an affiliate of Lehman Brothers Merchant Banking
• Acquisition by Jack Henry & Associates, Inc. (NASDAQ) of Goldleaf Financial Solutions, Inc. (NASDAQ) (terms not disclosed)

Represents clients in public and private offerings of equity and debt securities, including:

• Public offerings of over $1.2 billion of common and preferred equity securities by EPR Properties (NYSE)
• $4 billion public offering of senior notes by U.S. Central Federal Credit Union
• $1.5 billion public offering of senior notes by Western Corporate Federal Credit Union
• $141 million initial public offering of common stock by FCStone Group, Inc. (NASDAQ)
• $93 million secondary public offering of common stock of FCStone Group, Inc. (NASDAQ)
• $160 million private placement of common stock by Euronet Worldwide, Inc. (NASDAQ)
• $147 million public offering of common stock by Layne Christensen Company (NASDAQ)
• Public offerings of $1.1 billion of senior debt by H&R Block, Inc. (NYSE)
• Public offerings of $600 million of senior debt by EPR Properties (NYSE)

Represents publicly-held companies with respect to proxy contests and defending hostile takeover attempts, including review and preparation of takeover defense mechanisms

Represents publicly-held companies with respect to general compliance, registration, reporting and proxy solicitation under the Securities Act of 1933 and the Securities Act of 1934, respectively

Represents publicly-held companies with respect to general compliance under listing rules and regulations, including corporate governance rules, promulgated by various securities exchanges such as NASDAQ and NYSE

Represents publicly-held companies and committees of board of directors of publicly-held companies in assisting such companies and committees undertaking internal reviews and investigations

Advises clients with respect to a broad range of corporate governance matters

News

Speaking Engagements

Scott has presented at a number of seminars and programs concerning mergers and acquisitions, securities law and corporate governance matters.

Publications

Scott has authored several articles on mergers and acquisitions, securities law and corporate governance, and is co-author of the Investment Securities section of Missouri Methods of Practice; Transaction Guide. Scott has also co-authored annual updates on securities law and corporate governance for the Missouri Bar.