Scott Levi is a partner in White & Case's Capital Markets Practice in New York and a member of the Firm's Public Company Advisory Group. Scott focuses on ongoing compliance obligations under US securities laws and corporate governance matters, as well as public and private securities transactions.
Scott counsels clients on all aspects of their compliance with the US securities laws and the rules of the major US exchanges, including the preparation of periodic and current reports, proxy statements, registration statements on Form S-8, and insider reports and related liability issues under Sections 13 and 16 of the US Securities Exchange Act of 1934. He assists public companies in connection with best corporate governance practices, disclosure questions, board and committee independence, and shareholder activism. Scott also regularly represents issuers and banks in a range of equity and debt transactions, including registered offerings, Rule 144A and Regulation S offerings and liability management transactions. While in law school, Scott served as a judicial extern for Judge Victor Marrero of the United States District Court for the Southern District of New York, taught legal writing to first-year law students as a Littleton Fellow and was a senior editor of the University of Pennsylvania Journal of International Law.
- Represented Evercore ISI and the other underwriters on the offering of 2.3 million American Depositary Shares (ADSs) of Piedmont Lithium Limited, a NASDAQ listed company incorporated under the laws of the Commonwealth of Australia. Piedmont is a pre-revenue generating lithium company with a project located approximately 25 miles west of Charlotte, North Carolina, in an area that has been described as one of the largest lithium provinces in the world. Piedmont recently signed a five year lithium sales offtake agreement with Tesla to support its high-nickel batteries.
- Represented Varonis Systems, Inc., a data security and analytics company, in (i) a $500 million follow-on underwritten public offering of common stock and (ii) the separate sale of US$253 million in aggregate principal amount of 1.25% convertible senior notes due 2025, reflecting the exercise in full of the initial purchasers' option to purchase an additional US$33 million aggregate principal amount of notes. The notes were sold in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In connection with the sale of the notes, Varonis also entered into capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions. Varonis used approximately US$29.3 million of the net proceeds from this offering to pay the aggregate cost of capped call transactions which were designed to reduce the potential dilution to Varonis's common stock upon any conversion of the notes and/or offset any cash payments Varonis is required to make in excess of the principal amount of converted notes.
- Represented ReWalk Robotics Ltd., a manufacturer of wearable robotic exoskeletons for individuals with lower limb disabilities, in various public and private securities offerings, including:
- two separate Rule 506(b) private placements of ordinary shares and warrants totaling $48 million;
- a US$25 million at-the-market offering program, three public offerings of units consisting of warrants and ordinary shares totaling US$20 million (and in two of the offerings, pre-funded units consisting of pre-funded units and ordinary shares);
- an US$11 million Rules 506(b) and 506(c) private placement of warrants, three registered direct offerings of ordinary shares and warrants totaling US$18 million, a US$4.4 million "best efforts" follow-on offering of ordinary shares and an US$8 million follow-on underwritten offering of ordinary shares conducted on Form S-1 due to "baby shelf" considerations; in a US$20 million Section 4(a)(2)/Regulation S private placement to a Chinese investor in connection with entry into a joint venture with the investor;
- a reverse stock split; and
- in relation to various issues with its listing on The NASDAQ Stock Market, LLC; and in an exchange offer on Schedule TO of approximately one million underwater stock options for restricted share units.
- Represented Ballantyne Strong, Inc., one of the largest manufacturers of premium projection screens and managed services, in a follow-on underwritten public offering of common stock totaling US$7.5 million, the Company's first such offering in more than 15 years. The company also issued warrants to the underwriter representing 5% of the firm shares.
- Represented the underwriters, led by Deutsche Bank Securities Inc., Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, in the US$250 million initial public offering of units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, of ACON S2 Acquisition Corp., a blank check company organized for the purpose of effecting an acquisition of a target that employs a strategic approach to sustainability.
- Represented Seaspan Corporation, a leading independent containership owner operator, in an exchange offer on Form F-4 of US$250 million in unregistered senior secured notes for US$250 million in SEC-registered senior secured notes and the listing of the registered notes on the New York Stock Exchange, in the filing of a combined universal/secondary shelf registration statement on Form F-3, and in various other capital-raising equity and debt transactions.
- Represented Saudi Arabian Oil Company (Saudi Aramco) on its US$25.6 billion initial public offering, which is the largest initial public offering to date. Saudi Aramco is the world's largest integrated oil and gas company. The offering was significantly oversubscribed and at listing Saudi Aramco's valuation was US$1.7 trillion.
- Represented Hertz Global Holdings, Inc., as issuer, in its over-subscribed rights offering at the subscription price of US$12.95. The Company issued an aggregate of 57,915,055 new shares of common stock for total gross proceeds of approximately US$750 million.
- Represented Caesarstone Ltd., a developer and manufacturer of high-quality engineered quartz surfaces, in a proxy contest initiated by Kibbutz Sdot-Yam, which proposed a short slate of two board nominees. Caesarstone Ltd. prevailed significantly in the contest, garnering the support of more than 90% of the votes cast by shareholders other than affiliates of the kibbutz.
- Represented the underwriters, including Credit Suisse, Jefferies and Stephens Inc. in connection with the SEC-registered IPO and NYSE listing of the common stock of CURO Group Holdings and a subsequent secondary stock offering with an aggregate value of US$221 million. CURO Group Technologies is a growth-oriented, technology-enabled, highly diversified consumer finance company serving a wide range of underbanked consumers in the United States, Canada and the United Kingdom.
- Represented Credit Suisse Securities (USA) LLC and Jefferies LLC as initial purchasers in a US$690 million initial and US$135 million tack-on Rule 144A/Regulation S offering of senior secured notes of CURO Group Holdings Corp. and its subsidiary CURO Financial Technologies Corp. and Credit Suisse Securities (USA) LLC as solicitation agent in a related consent solicitation permitting the payment of a dividend to stockholders.
- Represented the underwriters, led by Jefferies LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC, in the US$98 million follow-on offering by Noodles & Company, a fast casual restaurant chain, and certain selling stockholders.
- Represented Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC as initial purchasers in the US$425 million Rule 144A/Regulation S offering of senior secured notes of GeoPark Limited, an oil and natural gas exploration and production company with operations in Latin America, and as dealer-managers in a related tender offer by its wholly-owned subsidiary of US$300 million in senior secured notes.
- Represented Altor Equity Partners in its US$80 million sale of Åkers AB to Ampco-Pittsburgh. Altor became a significant shareholder of Ampco-Pittsburgh following the closing of the transaction.
- Represented Kinnevik Online AB in its purchase of shares of Livongo Health, Inc., a consumer digital health company, in connection with Livongo's initial public offering in an aggregate amount of approximately US$88.0 million of shares. Kinnevik is an industry-focused investment company that creates, develops and invests in fast-growing businesses in developed and emerging markets.
- Represented various publicly traded companies, including Advance Auto Parts, Inc., Hertz Global Holdings, Inc. and Ormat Technologies Inc., in the submission of letters requesting no-action relief from the U.S. Securities and Exchange Commission relating to shareholder proposals on a variety of topics, including various ESG-related topics.
- Represented Ciner Enterprises, a Turkish natural soda ash producer, as borrower in a US$200 million credit facility provided by Turkish bank Isbank, in connection with the borrower's acquisition of New York Stock Exchange-listed Ciner Resources LP (formerly OCI Resources LP).
- Represented J.P. Morgan Securities LLC, Goldman, Sachs & Co., DNB Markets, Inc., RBC Capital Markets, LLC, RBS Securities Inc. and HSBC Securities (USA) Inc. as initial purchasers in a US$425 million Rule 144A/Regulation S offering of senior subordinated notes of Alere, Inc., an international provider of diagnostic testing.
- Represented Deutsche Bank AG New York Branch in various amendments to a US$2.25 billion senior secured credit facility and a US$210 million revolving line of credit to TransUnion, a global risk and information solutions provider to businesses and consumers.
- Represented CVC Capital Partners in its investment, together with Silver Lake Partners and KKR, in US$6 billion convertible notes to Broadcom, a leading designer, developer and global supplier of a broad range of digital and analog semiconductor connectivity solutions, for the purpose of Broadcom's proposed acquisition of Qualcomm in a deal valued at US$121 billion.
- Represented Roivant Sciences Ltd., which forms and supports various publicly-traded and private companies engaged in drug development and commercialization, as purchaser in a US$116 million Section 4(a)(2) private placement of preferred shares in Arbutus Biopharma Corporation and related joint venture, a US$23 million Section 4(a)(2) private placement of common shares in Myovant Sciences Ltd. and a US$25 million Section 4(a)(2) private placement of common shares in Axovant Sciences Ltd.
Littleton Fellow, University of Pennsylvania Law School (taught legal writing to cohort of first-year law students)
Senior Editor, University of Pennsylvania Journal of International Law