James D. Epstein is a partner in the Commercial Department of Pepper Hamilton LLP. Mr. Epstein counsels boards and stockholders with respect to the full spectrum of business transactions, including mergers and acquisitions, securities offerings and other financing transactions, corporate carve-outs, joint ventures, restructurings and reorganizations, with a particular emphasis on representing private equity firms and their portfolio companies.
Mr. Epstein has significant experience with businesses in several industry sectors, including health care and financial services, automotive assembly and supply, telecommunications, distribution and manufacturing. The following transactions are representative of Mr. Epstein’s work at Pepper. He has represented:
- a publicly traded health care services firm in connection with a $1.2 billion tender offer for its common stock by Phillips Electronics
- a global private equity firm in a series of leveraged buy-outs, including a $545 million leveraged buy-out of the global mining services business of Anglo American plc; a $315 million leveraged buy-out of a company which operates an alternate trading system for bond sales from a consortium of investment banks, including Goldman Sachs, UBS and Wachovia; and a $115 million leveraged recapitalization of a specialty footwear distributor
- a Greenwich, Connecticut-based private equity firm in its acquisition of the global Superabrasives business from General Electric Company
- two private equity firms in their $140 million leveraged acquisition of a long-term care insurance services provider and the subsequent sale of the business to a San Francisco-based private equity firm
- a specialty automotive parts distributor in the sale of its capital stock for $440 million to a Boston-based private equity firm; previously represented the consortium of three private equity firms in a $205 million leveraged recapitalization of the company from its original founders
- a Chicago-based private equity firm in a $400 million sale of a pharmaceutical group purchasing organization to a New York-based private equity firm
- a global private equity firm in a series of investments, including a $75 million equity investment to recapitalize a specialty retail chain; and a $35 million equity investment to recapitalize a privately held specialty securities brokerage firm
- a private equity firm in its $80 million sale of a leading tow truck manufacturer and distributor to a NYSE-listed manufacturer and distributor of specialty trucks
- a New York-based private equity firm in its $120 million leveraged acquisition of a manufacturer and distributor of automobile and truck exhaust systems
- a Greenwich, CT-based private equity firm in its $110 million leveraged recapitalization of a NYSE distributor of heating, ventilation and air conditioning systems
- a Nasdaq National Market telecommunications company in connection with its $140 million stock-for-stock merger with a Nasdaq National Market telecommunications company, its public offerings of $205 million of common stock, and its 144A offerings of high yield notes totaling $800 million in principal amount
- a $265 million sale by tender offer of a sports trading card company to a NYSE company; previously represented the company in its initial public offering and two secondary public offerings
- a Nasdaq National Market steel manufacturer in its sale by tender offer to a publicly-traded specialty steel manufacturer
- a medical management firm in its two underwritten public offerings of common stock totaling $200 million
- a Nasdaq National Market company in its successful defense of a hostile takeover bid and proxy contest
- a series of publicly traded corporations in connection with the adoption of shareholder rights plans (poison pills).
Mr. Epstein is the co-author of “Considerations for Investing in Troubled Leveraged Buy-Outs,” published by Business One Irwin in Workouts & Turnarounds, The Handbook of Restructuring and Investing in Distressed Companies, and has lectured on mergers and acquisitions for the Pennsylvania Bar Association’s Continuing Legal Education Program and the National Business Institute.
Mr. Epstein has served as a speaker or panelist on several occasions, including at two conferences sponsored by The Deal focused on the mergers and acquisitions, at a conference sponsored by The Capital Roundtable focused on recent trends and techniques for investing in health care services companies, at the Wharton Private Equity Conference, speaking on “Leveraged Buy-Out Strategies and Deal Structures,” and before the Philadelphia Chapter of the Financial Executive’s Institute speaking, on “Going Private Transactions.”
