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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, securities offerings 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:

  • 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, and the subsequent pending sale to Tradeweb Markets for an undisclosed purchase price
    • its $115 million leveraged recapitalization of Shoes for Crews, a specialty footwear distributor
    • its $75 million equity investment to recapitalize Dollar Express, a specialty retail chain
    • its $35 million equity investment to recapitalize GFI Group, a privately held 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 the subsequent sale of Diamond Innovations to Sandvik A.B., each for an undisclosed purchase price
    • its acquisition of Henniges Automotive Group, a global supplier of sealing systems to the large automotive manufacturers from Wynnchurch Capital, a Chicago-based private equity sponsor, for an undisclosed purchase price
    • its acquisition of Howard Berger & Company, a national distributor of household and hardware products, from its founding family for an undisclosed purchase price
    • its sale of Jerr-Dann Corporation, a leading tow truck manufacturer and distributor, to Oshkosh Trucking Company, a NYSE-listed manufacturer and distributor of specialty trucks, for an undisclosed purchase price
    • 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 in excess of $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 $120 million leveraged acquisition of AP Parts Company, a manufacturer and distributor of automobile and truck exhaust systems
  • 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
  • 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 its subsequent $440 million sale to Bain Capital
    • Advent and CCP Equity Partners, 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 the subsequent $280 million sale to Genstar Financial
    • CCP 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 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:
    • Fleer Corp., a Charterhouse portfolio company, in its $265 million sale to New World Entertainment Group, a McAndrews & Forbes portfolio company
    • 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 percnet 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 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 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 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.

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

Bar Admissions
Admitted to practice in Pennsylvania and New York

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