James D. Epstein
James D. Epstein is a partner in the Commercial Department of Pepper Hamilton LLP. Mr. Epstein counsels clients with respect to the full spectrum of business transactions, including mergers and acquisitions, capital markets and other financing transactions, corporate carve-outs, joint ventures, restructurings and reorganizations, with a particular emphasis on representing private equity sponsors 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, industrial and distribution. The following transactions are representative of Mr. Epstein’s work. He has represented:
Mr. Epstein has served as a panelist on several occasions, including most recently at the 2013 American Lawyer Media conference in New York City on cross-border acquisitions, as well as 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.
- Advent International - in a series of transactions, including:
- its $545 million purchase of Boart Longyear Company, the global mining equipment and services business of Anglo American, and its $1.5 billion sale to Macquarie Group
- 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, and its sale to Tradeweb Markets for an undisclosed purchase price
- its leveraged recapitalization of Shoes for Crews, a specialty footwear distributor
- its equity investments to recapitalize Dollar Express, a specialty retail chain, and GFI Group, a specialty securities brokerage firm
- 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 its 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 from Wynnchurch Capital
- its acquisition of PSC Industrial Services, a supplier of various services to refineries and other energy companies, from Lindsay Goldberg
- its acquisition of Howard Berger & Company, a national distributor of household and hardware products, from its founding family
- its sale of DeltaTech Controls, a global provider of electronic components, to Sensata Technologies
- its sale of Jerr-Dann Corporation, a leading tow truck manufacturer and distributor, to Oshkosh Trucking Company, a NYSE manufacturer and distributor of specialty trucks
- its leveraged recapitalization of Pameco Corp. a NYSE distributor of heating, ventilation and air conditioning systems
- Diamond Castle Holdings - in its sale of Managed Healthcare Associates to Roper Industries for $1.0 billion
- GTCR - in its $400 million sale of the nation’s largest pharmaceutical group purchasing organization focused on long-term care facilities
- GE Capital - in its sale of the separate divisions comprising the Farmland Dairies business in two simultaneous transactions with separate buyers for an aggregate purchase price of $120 million
- Charterhouse Group International – in its purchase of Fleer Corp. and its subsequent sale for $265 million to MacAndrews & Forbes, and in its $120 million leveraged acquisition of AP Parts Company
- LLR Equity Partners - in its equity investment in Lightspeed Financial, the proceeds of which were used by Lightspeed to acquire Terra Nova Financial
- Private Equity Clubs - in leveraged transactions, including:
- Advent, Littlejohn and GE Capital in their $205 million leveraged buyout of Keystone Automotive Operations, a national distributor of specialty automotive parts, and their $440 million sale to Bain Capital
- CCP Equity Partners and New Enterprise Associates in the $550 million merger of Vantage Oncology, Inc. with Physician Oncology Services, LLC, a portfolio company of Oak Hill, to form one of the largest national providers of radiation oncology services
- Advent and CCP in their $140 million purchase of Long Term Care Group, Inc., the nation’s largest provider of back- office services to long-term care insurance companies, and their $280 million sale to Genstar Financial
- Advent and Vestar Capital in their $225 million sale of RedPrairie Corporation to Francisco Partners
- Portfolio Companies of several private equity firms in a series of transactions, including:
- Managed Health Care Associates, 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
- Vantiv, formerly 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 60% of the 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 capital markets transactions, 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 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 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. Hunstman.
Mr. Epstein currently serves on the firm’s Finance Committee and Diversity Committee. He previously served on the firm’s Partner Compensation Committee, its Hiring Committee and its Associate Development Committee.
A.B./A.M. 1980 University of Pennsylvania
J.D. 1983 Emory University School of Law
Admitted to practice in Pennsylvania and New York