James D. Epstein
James D. Epstein is a partner in the Commercial Department of Pepper Hamilton LLP. Mr. Epstein counsels private equity firms and other stockholders, as well as boards of directors 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.
His practices emphasizes the representation of private equity firms and their portfolio companies, and he has significant experience with businesses in several industry sectors, including health care and financial services, automotive assembly and supply, industrial and distribution. The following transactions are representative of Mr. Epstein’s work. He has represented:
- Advent International - in a series of leveraged transactions, including:
- its $545 million purchase of Boart Longyear Company, the global mining equipment and services business of Anglo American, and the subsequent $1.5 billion sale of the business to Macquarie Group Limited
- its $315 million purchase of BondDesk Group, the operator of an alternate trading system for odd-lot bond trades, from a consortium of investment banks, including Goldman Sachs and UBS.
- Littlejohn - in a series of leveraged transactions, including:
- its acquisition of General Electric Company’s global superabrasives business (renamed Diamond Innovations after the acquisition), and the subsequent sale of Diamond Innovations to Sandvik A.B.
- its acquisition of Henniges Automotive Group, a global supplier of sealing systems to the large automotive manufacturers
- its $110 million leveraged recapitalization of a NYSE distributor of heating, ventilation and air conditioning systems
- its $80 million sale of Jerr Dann Corporation, a manufacturer and distributor of tow trucks to Oshkosh Truck, a NYSE-listed manufacturer and distributor of specialty trucks.
- GTCR - in its $400 million sale to Diamond Castle Holdings, LLC of Managed Health Care Associates, Inc., the nation’s largest pharmaceutical group purchasing organization focused on long-term care facilities
- Charterhouse Group International - in a series of leveraged transactions, including:
- its $120 million leveraged acquisition of AP Parts Company, a manufacturer and distributor of automobile and truck exhaust systems
- its $60 million acquisition of Fleer Corp., a manufacturer and distributor of sports trading cards, and the subsequent $265 million sale of Fleer by tender offer to New World Entertainment Group, a McAndrews & Forbes portfolio company.
- GE Capital - in the $120 million simultaneous sale to separate buyers of the Aseptic Dairy Business and the Fluid Dairy Business of Farmland Dairies LLC
- Private Equity Clubs - in leveraged transactions, including:
- a $205 million purchase by Advent, Littlejohn & GE Capital of Keystone Automotive Operations, a national distributor of specialty automotive parts, and its subsequent $440 million sale to Bain Capital
- a $500 million merger of Vantage Oncology, Inc., a portfolio company of CCP Equity Partners and NEA, with Physician Oncology Services, LLC, a portfolio company of Oak Hill, to form one of the largest national providers of radiation oncology services
- a $225 million sale of RedPrairie Corporation, a portfolio company of Advent and Vestar Capital, to Francisco Partners
- a $140 million purchaseby Advent and CCP Equity Partners of Long Term Care Group, Inc., the nation’s largest provider of back-office services to long-term care insurance companies, and the subsequent $280 million sale of LTCG to Genstar Financial.
- Advent International - in a seeries of equity investments, including:
- a $115 million leveraged recapitalization of Shoes For Crews, a specialty footwear distributor
- a $75 million equity investment to recapitalize Dollar Express, Inc., a regional specialty retail chain
- a $35 million equity investment to recapitalize GFI Group, Inc., a privately held specialty securities brokerage firm.
- LLR Equity Partners - in its $30 million equity investment in Lightspeed Financial, the proceeds of which were used by Lightspeed to acquire Terra Nova Financial
- Portfolio Companies of several private equity firms in a series of transactions, including:
- Managed Health Care Associates, Inc., a portfolio company of Diamond Castle Holdings, in a series of “add-on” acquisitions
- CoActive Technologies, a portfolio company of Littlejohn, in its global reorganization to maximize operational efficiencies and position the company for future sale
- Clean Earth, Inc., a portfolio company of Littlejohn, in connection with a series of “add-on” acquisition transactions
- Fifth Third Processing Solutions, a portfolio company of Advent, in its bid to acquire iPay Technologies
- MEI Group, a Bain Capital portfolio company, in its bid to acquire FutureLogic.
- Medquist, Inc. - a Nasdaq-listed health care services firm, in connection with a $1.2 billion tender offer for its common stock by Phillips Electronics; and the subsequent sale of a controlling interest in the business by Phillips to a portfolio company of S.A.C Capital
- Steel of West Virginia - a Nasdaq-listed steel manufacturer, in its sale by tender offer to a publicly-traded specialty steel manufacturer
- Issuers in securities offerings, including:
- Primus Telecommunications Group, a Nasdaq-listed telecommunications company in connection with its public offerings of $205 million of common stock, and its 144A offerings of high yield notes totaling $800 million in principal amount
- Medquist in its two underwritten public offerings of common stock totaling $200 million
- Fleer Corp. in a series of public offerings of common stock totaling $140 million.
Mr. Epstein has served as a panelist on several occasions, including at two conferences sponsored by The Deal focused on 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 at the Philadelphia Chapter of the Financial Executive’s Institute speaking on “Going Private Transactions.” He also has lectured on mergers and acquisitions for the Pennsylvania Bar Association’s Continuing Legal Education Program and the National Business Institute.
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 authored several articles, including an analysis of the Delaware Chancery Court opinion in Hexion v. Huntsman.
A.B./A.M. 1980 University of Pennsylvania
J.D. 1983 Emory University School of Law
Admitted to practice in Pennsylvania and New York