Practices

B. Scott Gootee

Associate

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Kansas City, MO 64106

Recognitions Articles/Presentations overview

Scott is an associate in the Corporate Finance Division. His practice focuses on representing publicly- and privately-held companies with respect to mergers, acquisitions, divestitures, issuances of securities and other financing transactions. He also counsels publicly-held companies with respect to periodic reporting and securities law compliance.

Representative Experience

Representation of clients with respect to mergers, acquisitions and divestures including the negotiation of merger agreements and ancillary documentation. Representative transactions include:
- the 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
- the sale of Industrial Fumigant Company, an ESOP-owned industrial services company, to Rollins, Inc. (NYSE)
- the sale of AeroComm Inc., a designer and manufacturer of wireless communications systems, to Laird Technologies, Inc., a subsidiary of Laird Group PLC (LSE)
- the $1.65 billion 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
- the acquisition by Jack Henry & Associates, Inc. (NASDAQ) of Goldleaf Financial Solutions, Inc. (NASDAQ)
Representation of clients with respect to public and private issuance of debt and equity securities. Representative transactions include:
- public offerings of over $1.1 billion of common and preferred equity securities by Entertainment Properties Trust (NYSE)
- the $4 billion public offering of senior notes by U.S. Central Federal Credit Union
- the $1.5 billion public offering of senior notes by Western Corporate Federal Credit Union
- the $141 million initial public offering of common stock by FCStone Group, Inc. (NASDAQ)
- the $93 million secondary public offering of common stock of FCStone Groups, Inc. (NASDAQ)
- the $160 million private placement of common stock by Euronet Worldwide, Inc. (NASDAQ)
- the $147 million public offering of common stock by Layne Christensen Company (NASDAQ)
- the $600 million public offering of 7.875% notes by Block Financial Corporation, which are guaranteed by H&R Block, Inc. (NYSE)
- the $250 million private placement of 7.750% senior notes by Entertainment Properties Trust (NYSE) and related registered exchange offer
Representation of publicly-held companies with respect to proxy contests and review of companies’ takeover defense mechanisms
Representation of publicly-held companies with respect to general compliance, registration and reporting under the Securities Act of 1933 and the Securities Act of 1934, respectively
Representation of 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
Representation of publicly-held companies and committees of board of directors of publicly-held companies in assisting such companies and committees undertaking internal reviews and investigations
Advising clients with respect to a broad range of corporate governance matters

Education

University of Kansas, J.D., 2005
Candidate for Tax Certificate
Staff member, Kansas Journal of Law & Public Policy
Member, Moot Court Team and Moot Court Council
Member, Paul E. Wilson Defender Project
Graduate Teaching Assistant, University of Kansas School of Business

University of Kansas School of Business, B.S., Accounting and Business Administration, 2002

Of Note

During law school, Scott clerked for the Honorable David Waxse of the United States District Court for the District of Kansas.

Community Involvement

Kansas City Volunteer Lawyers and Accountants for the Arts
Young Friends of the Arts

Bar Admissions

Missouri, 2005

Professional Affiliations

The Missouri Bar
American Bar Association
- Business Law Section
- Tax Law Section
Kansas City Metropolitan Bar Association