For more than two decades, Scott Berdan has served as a trusted corporate finance, securities and transactional law counselor to companies of all sizes and their owners. With significant experience advising companies in a number of industries, including banking, healthcare, animal health, food and beverage, telecommunications, oil and gas, energy, mining, consumer products, technology, and entertainment, Scott concentrates his practice on public and private equity and debt securities offerings, mergers and acquisitions, and private equity and management sponsored leveraged buyouts.   

In the merger and acquisition context specifically, Scott negotiates complex purchase and sale and joint venture agreements, and he takes great pride in providing, with his team of firm specialists, business combination structuring legal advice and counsel. He regularly counsels clients regarding their most significant corporate events, including with respect to:
  • Initial public offerings (IPOs)
  • Secondary public offerings for selling security holders
  • Follow-on public offerings of equity and debt securities, including "at-the-market" continuous offering programs
  • Institutional high-yield and convertible debt financings
  • So-called "going private" and "going dark" transactions
  • Tender offers and consent solicitations
  • Proxy contests
  • Unsolicited takeovers
  • Auction processes
  • PIPEs (Private Investment in Public Equity transactions)
  • Regulation D compliant and other private placements
  • Recapitalizations and corporate restructurings 

Scott works with issuers, investors, underwriters, and placement agents, and he counsels public and private companies in all aspects of their businesses, including with respect to Securities and Exchange Commission reporting and national securities exchange listing requirements, federal and state securities laws, and corporate governance matters. Management teams and boards of directors are referred routinely to Scott for his particular acumen regarding public disclosure considerations and, more generally, analyzing fiduciary duties.

 
Capital Markets Matters
  • Initial public offering for Montana-based bank holding company
  • Initial public offering for Colorado-based bank holding company
  • Initial public offering for motion picture exhibition company
  • Initial public offering for natural gas processing company
  • Initial public offering for natural and organic groceries and dietary supplements retail company
  • Initial public offering for medical device manufacturing company (withdrawn after registration statement declared effective by SEC)
  • Follow-on public offering for semiconductor designer and manufacturer
  • Multiple follow-on public offerings for midstream energy company
  • Multiple follow-on public offerings for natural gas midstream master limited partnership
  • Numerous issuance's of Rule 144A indebtedness
  • Tender offer subject to SEC Rule 13e-3 for publicly traded veterinary product developer and manufacturer
  • Tender offer for Nasdaq listed provider of transactional television services and distributor of general motion picture entertainment
  • Multiple debt and preferred equity offerings for premier American craft spirits distiller
Strategic and M&A Matters
  • $1.2 billion sale by merger and related debt tender offer for SEC reporting medical device manufacturing company
  • $350 million going private merger transaction subject to Rule 13e-3 for semiconductor manufacturing company
  • $250 million acquisition by merger of NASDAQ listed medical device manufacturing company, including related senior secured credit and senior subordinated note financing arrangements
  • Going private tender offer subject to Rule 13e-3 for publicly traded teleconferencing company
  • $382 million sale by court approved plan of arrangement of TSX.V-listed silver mining company
  • $200 million sale by court approved plan of arrangement subject to SEC going private Rule 13e-3 for dual TSX and NYSE MKT-listed natural resource lending institution
  • $170 million sale of substantially all of the assets of NYSE Amex-listed oil & gas exploration and production company, including related $62 million debt restructure
  • $77 million acquisition by court approved plan of arrangement of TSX-listed heavy metals mining company
  • $105 million sale by membership substitution of a nonprofit medical center to a larger healthcare system subject to Colorado Attorney General approval
  • Double-wing merger of two food packaging and distribution companies under common ownership
  • Sale of substantially all of the assets of a premium coffee roaster and distributor to one of the nation's largest home delivery coffee roasters
  • Sale by merger of a developer, owner and operator of distributed solar photovoltaic power systems to a Fortune 200 global power company
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Doing and Defending the Deal
Presenter, Firm Business Law Institute CLE Seminar
June 2018
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Master Limited Partnerships (MLPs): Governance, Finance, Tax Issues, Financial Considerations and IPO Process
Presenter, Firm Seminar
August 2014
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Corporate Governance in the Takeover Context
Presenter, University of Colorado Leeds School of Business
April 2014
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Recent U.S. ‘Conflict Minerals’ Legislation and Impact on Mining Companies
Presenter, Stikeman Elliott Seminar
January 2013
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Corporate Finance, Shareholder Democracy, Proxy Access and Other Simple Issues
Panelist, 42nd Annual Rocky Mountain Securities Conference
May 2010
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The Deal Finder Minefield: Are You Doing Business With an Unregistered Broker?
Speaker, Firm Seminar
Firm Seminar
June 1, 2009
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Corporation Finance: Planned Initiatives and Current Issues
Panelist, 41st Rocky Mountain Securities Conference
May 2009
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Fundamentals of Securities Law
Presenter, Colorado Bar Association Business Law Section, Subsection of Securities Law CLE Seminar
January 2009
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Choosing a Corporate Domicile
Presenter, Boulder Bar Association CLE Seminar
October 2008
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Fundamentals of Securities Regulation for the Business Lawyer
Presenter, 9th Annual Business Law Institute presented by the Colorado Bar Association
September 2008