J. Scott Enright

Scott draws on his extensive experience as general counsel to public companies to serve as a strategic advisor to business leaders and to provide practical legal advice to clients. He assists clients on a broad range of corporate and business matters, including securities offerings and compliance, corporate governance, complex contracts, mergers and acquisitions, and financing transactions.

Public Company and Securities

• Devised a program where nearly 3,000 employees of a publicly traded client were paid 10% of each paycheck in freely-transferrable stock, allowing the client to avoid debt covenant default under its credit agreement and allowing the employees to sell the stock on the open market every two weeks instead of suffering the across-the-board pay cuts experienced by many of the client’s competitors.
• When debt covenant restrictions prohibited a publicly traded client from paying dividends on its preferred stock, it infused cash into an unrestricted subsidiary to make payments to preferred shareholders in lieu of dividends and then deemed the actual dividend payments satisfied when the client’s covenants finally permitted actual dividend payments.
• Included a wider range of publicly traded client’s business people in 2001 negotiations for a $1.4 billion term loan, securing substantial covenant flexibility that the client used during the 2008-20099 recession to avoid foreclosure.
• When a publicly traded client needed cash for an important corporate transaction but covenants prohibited the client from issuing additional debt, worked with client to issue publicly traded senior discount notes of an unrestricted subsidiary that would convert into senior discount notes of the client if the client was able to effect within 120 days of the offering a corporate reorganization to push the company’s other senior debt down to a newly-formed, wholly-owned operating company, or would convert into publicly traded senior preferred stock of the client at a higher coupon rate if the reorganization failed to timely occur. When the reorganization was implemented in a timely manner, the client realized substantial interest savings.
• Salvaged a $395 million self-tender offer to buy back 40% of the client’s common stock by filing a declaratory judgment action against holders of the client’s preferred stock to create a platform for the successful negotiation of an amendment to the antidilution provisions of the preferred stock and permit the self-tender without giving holders of the preferred stock control of the client.
• When client’s thinly traded preferred stock was trading at a substantial discount to par value and a large percentage of the holders wanted the client to buy back the stock at current trading values, used a derivative instrument to allow client to purchase a beneficial interest in the preferred stock rather than record title and give client the right to direct the vote of the beneficially owned stock. When the remaining holders of preferred stock refused to sell on the same terms, the client directed the vote of the beneficially owned shares to strip the covenants from the preferred stock. The ensuing litigation ended when the U.S. Court of Appeals for the Seventh Circuit upheld the client’s actions.
• Managed the overall process of several attempted going-private transactions involving the control person of a publicly traded client to ensure the ensuing litigation against the board was successful.
• When the costs of being a public company exceeded the benefits, spearheaded the client’s delisting from Nasdaq and deregistration from the public company reporting regime, saving more than $1 million annually.

Mergers and Acquisitions

• Leased client’s radio station to a third party, used the lease payments as collateral for an $82.5 million loan, used the proceeds of the loan to pay off client’s high-interest debt, and sold the intellectual property of the client’s station to a format competitor for $15 million plus a profit participation. With the station originally cash flowing $1 million, the transaction resulted in a 100X return – and the client got the station back at the end of the lease.
• When the manager of a hedge fund wanted to create his own publicly traded media acquisition vehicle as much as he wanted to buy two of a client’s radio stations, sold the two radio stations via a taxable spin-off into a separate Nasdaq-traded, Indiana corporation that was controlled by the hedge fund and managed by the client.
• Represented clients in more than $4 billion of radio and television station acquisitions and divestitures through more than 60 transactions in the U.S., Europe, and South America.
• Enabled a brother to effectuate a hostile takeover of a family business run by his other brothers by navigating a buy-sell agreement to acquire the interests of a non-family member and vote the other brothers out of their control position.

Media and Entertainment

• Instituted training programs and review procedures to ensure client’s compliance with FCC indecency and political advertising requirements, copyright laws, defamation and privacy laws, and music licensing requirements.
• Negotiated radio station subcarrier and local marketing agreements.
• Effectuated corporate reorganization for a client to move FCC licenses into separate legal entities.
• Spearheaded the formation of a radio industry consortium to enable radio station spectrum in more than 100 markets in the U.S. and Canada to be used to send traffic and weather data to in-dash navigation devices in vehicles.
• Negotiated a $35 million insurance settlement for damage to a television station impacted by Hurricane Katrina.

Miscellaneous

• Represented Nobel Prize laureate Milton Friedman and his wife Rose in the formation and operation of a non-profit organization to promote school choice.