Steven J. Daniels
Mergers and Acquisitions and Private Equity Transactions
Steven J. Daniels has a broad-ranging corporate practice, focused primarily on mergers and acquisitions, private equity transactions and securities law matters. Mr. Daniels also advises clients on issues of Delaware law, including fiduciary duty and corporate governance matters.
Mr. Daniels has represented numerous public and private companies and investment funds in connection with negotiated acquisitions and dispositions in both distressed and traditional settings, including mergers, tender offers, leveraged buyouts, recapitalizations, going-private transactions, and the purchase and sale of securities, assets and business units.
Past representations include:
- JLL Partners in its negotiated tender offer for all of the outstanding equity securities of PharmaNet Development Group and related co-investment transactions, as well as the sale of PharmaNet to a Thomas H. Lee Partners portfolio company;
- Windstream Corporation in its acquisition of PAETEC Holding Corporation;
- Health Evolution Partners in a number of transactions, including the acquisition of American Optical Solutions and the formation of a home health care rollup platform;
- J.G. Wentworth, LLC in its acquisition of Peachtree Settlement Funding;
- OSI Pharmaceuticals in connection with a hostile takeover attempt by Astellas Pharma Inc., and the ultimate sale of OSI to Astellas Pharma;
- JLL Partners in its acquisition of Ross Medical Education Center;
- Applied Biosystems, Inc. in its acquisition by Invitrogen Corporation;
- Windstream Corporation in a share exchange transaction with affiliates of Welsh Carson Anderson & Stowe resulting in the divestiture of Windstream’s yellow pages business;
- JLL Partners in its acquisition of a significant minority interest in Patheon, Inc. through a convertible preferred stock PIPE transaction and subsequent unsolicited tender offer to acquire the remaining publicly held equity interests in Patheon;
- Alltel Corporation in the spin-off of its wireline telecommunications business and merger with Valor Communications Group, Inc.;
- NRG Energy, Inc. in its acquisition of Texas Genco Holdings, LLC from a group of funds including KKR, TPG, Blackstone and Hellman & Friedman;
- JLL Partners in the sale of a portion of its investment in Builders FirstSource, Inc. to Warburg Pincus;
- Champps Entertainment, Inc. in its acquisition by Newcastle Partners, L.P. and Steel Partners II, L.P.;
- Select Staffing in a number of transactions, including the acquisitions of RemedyTemp, Inc., Tandem Staffing Solutions and the assets of Resolve Staffing;
- JLL Partners in its acquisition of J.G. Wentworth, LLC, a subsequent “Up-C” equity offering under Rule 144A and the implementation of a prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code;
- IASIS Healthcare Corporation in its acquisition by a group of investors led by TPG;
- JLL Partners in its acquisition of a controlling interest in Medical Card System, Inc.;
- Khanty Mansiysk Oil Corporation in its acquisition by Marathon Oil Corporation;
- a group of venture capital funds led by Baker Capital, New Enterprise Associates and Lightspeed Venture Partners in the merger of Broadview Network Holdings, Inc. and BridgeCom, Inc. and related transactions;
- NCS HealthCare, Inc. in its merger with Omnicare, Inc. and related transactions with Genesis Health Ventures, Inc.;
- Circuit City Stores Corporation in the spin-off of its CarMax tracking stock business;
- the special committee of the Infinity Broadcasting Corporation board of directors in the acquisition by Viacom, Inc. of the remaining publicly held equity interests in Infinity;
- Intermedia Communications, Inc. in its acquisition by WorldCom, Inc.;
- Sunbeam Corporation in its acquisition of The Coleman Company, Inc. from affiliates of MacAndrews & Forbes; and
- Gaylord Entertainment Company in the sale of The Nashville Network and Country Music Television to Westinghouse Electric Corporation.
Mr. Daniels has significant experience representing private equity sponsors, including JLL Partners, Health Evolution Partners and Fortress Investment Group, in structuring acquisition and recapitalization transactions, as well as in acquisitions and dispositions of portfolio companies. Representative transactions include the formation of JLL Partners’ Education Affiliates portfolio company through the acquisition of nine for-profit post-secondary educational service providers.
Mr. Daniels works extensively with the structuring and formation of limited liability companies and other alternative entities for use in private equity transactions, joint ventures and other complex business arrangements. Mr. Daniels also has advised companies such as Delphi Corporation, Sunbeam Corporation, HealthSouth Corporation, Polaroid Corporation and Hayes Lemmerz International, Inc. on the corporate aspects of financial restructurings. He has represented companies such as Eli Lilly & Co., Fortress Investment Group, Azimuth Holdings, LLC and Hayes Lemmerz International, Inc. in connection with complex internal restructuring transactions.
Mr. Daniels repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business.
J.D. Columbia University School of Law, 1995 (Managing Editor, Columbia Law Review)
B.A., Queens College of the City University of New York, 1992 (magna cum laude, Phi Beta Kappa, Sigma Chapter of New York)
Clerk, Hon. E. Norman Veasey, Chief Justice of the Supreme Court of Delaware, 1995-1996