Scott W. Bell
Scott Bell’s practice encompasses a wide array of corporate and transactional matters, including mergers and acquisitions, private equity and venture capital financings, securities offerings and securities law compliance, shareholder activism defense and general corporate governance and strategic issues.
- Mergers and Acquisitions – Scott advises clients on a variety of public and private strategic transactions, including mergers, acquisitions, tender and exchange offers, leveraged buyouts, divestitures, and joint ventures, in a variety of industries, including healthcare, information technology, manufacturing, aviation/defense, hotels and hospitality and restaurants.
- Venture Capital and Private Equity Financing – Scott advises both target companies and investors on a variety of venture capital and private equity financing transactions, at all stages of the venture target company’s life, from startup to eventual sale or other liquidity event.
- Corporate Finance– Scott advises publicly traded companies in offerings of equity and debt securities, including initial public offerings, private placement and PIPEs transactions, and tender offers for existing securities.
- Corporate Governance and Shareholder Activism – Scott regularly advises both NYSE- and Nasdaq-listed companies on a variety of corporate governance and SEC compliance matters, including preparation of SEC periodic reports and other filings; compliance with the federal securities laws and SRO listing standards; and board and committee composition, activities and charters and policies. Scott also has advised clients on a range of issues related to shareholder activism and contests for corporate control, including proxy contests and settlements, the adoption of shareholder rights plans, responses to shareholder proposals and the consideration of other defensive measures.
Prior to moving to Nashville, Scott practiced at Wilmer Cutler Pickering Hale and Dorr LLP in Washington, D.C.
Memberships
The District of Columbia Bar — Transactional Section, Health Law Section
New York State Bar Association
American Health Law Association (AHLA)
Representative Experience
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Representation of Tivity Health Inc. (Nasdaq: TVTY), a leading provider of healthy life-changing solutions, in its sale to Stone Point Capital, an investment firm based in Greenwich, Connecticut, with over $40 billion of assets under management. Tivity Health stockholders received $32.50 in cash per share, representing a total transaction value of $2.0 billion. Tivity Health’s common stock ceased trading and will no longer be listed on Nasdaq.
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Representation of Vektek, a portfolio company of LFM Capital and a market leading designer and manufacturer of hydraulic clamps and related products that are used to secure parts during the metal cutting process associated with CNC machining, in its sale to CNL Strategic Capital, a company that owns private companies. Terms of the transaction were not disclosed.
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Representation of Altaris Capital Partners in their acquisition of Meridian Medical Technologies, a global leader in emergency response and health security solutions with a focus on complex drug-device combination products, from Pfizer Inc. (NYSE:PFE). Terms of the transaction were not disclosed.
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We represented Tivity Health, Inc. (NASDAQ: TVTY), a fitness and social engagement solutions provider, in the divestiture of its nutrition business, Nutrisystem® and South Beach Diet®, to Kainos Capital, a leading food and consumer-focused private equity firm, for $575 million in cash.
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Representation of Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) in its $36M acquisition of Maple Street Biscuit Company, a fast-casual restaurant with 28 company-owned and five franchised locations across seven states
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We represented Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) in its investment in Denver-based Punch Bowl Social, an award-wining experiential food and beverage concept.
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Represented Tivity Health, Inc. in its acquisition of Nutrisystem, Inc.
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Representation of Change Healthcare in its strategic investment for a minority position in MDsave, a technology and healthcare payments company that simplifies the healthcare services shopping and payment experience for consumers
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We represented Change Healthcare in the sale of its home care and hospice solutions, formerly known as McKesson Homecare and McKesson Hospice, to Netsmart
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Represented Bob Evans Farms, Inc. (Nasdaq:BOBE) in its acquisition by Post Holdings, Inc.
Publications
Past Events
Media Mentions & Firm News
Accolades
IFLR1000 — Notable Practitioner (2019-2021)