Arent Fox
ATTORNEY BIO
Jay L. Halpern

Jay L. Halpern
November 11, 2011
  • Partner
  • Washington, DC
202.857.6262
jay.halpern@arentfox.com

Jay Halpern is the head of Arent Fox’s Corporate practice group. Jay’s practice focuses on corporate finance, mergers and acquisitions, corporate structuring, joint ventures, venture capital, and general corporate law. He advises public and private US companies, as well as international and multinational corporations, in all stages of development and growth.  He has significant experience advising private equity funds and their portfolio companies in a variety of strategic transactions and financings.

Recognized in Legal 500 for his work with mergers, acquisitions and buyouts, Jay represents companies in industries including manufacturing, consumer products, retail, hospitality, energy, sports and technology. He also counsels licensors, distributors and franchise companies on growth-strategy options, including debt and equity financing, and strategic transactions.

Representative Transactions

  • Represented Domino’s Pizza Group in its acquisition of franchise operations in the United Kingdom, Ireland, Germany, Switzerland, Lichtenstein, and Luxembourg.
  • Represented Osage Bio Energy in a $300 million equity investment from a leading private equity fund.
  • Assisted a leading international luxury cruise line with the refinancing of a $280 million credit facility.
  • Advised Rubicon Partners, a London-based private-equity firm, with transactions involving a number of its portfolio companies including Crimson Tech, Inc., Sparex Holdings Limited, Gentech International Ltd., Totton Pumps Ltd. and Diemold Service Company.
  • Represented Rubicon Partners in a global recapitalization of Calumet Photographic, a portfolio company with operations in China, France, Germany, the Netherlands, the UK, and the United States.
  • Represented SunBridge Capital in equity investments, including FJ Capital Long/Short Equity Fund, LLC, FNBH Bancorp, Inc., and Georgia Commerce Bank.
  • Advised Tupperware Brands with corporate and distribution matters.
  • Advised HMSHost Corporation with corporate governance issues and “best practices” related to a comprehensive global update of procedures and policies.
  • Represented Calumet Photographic, Inc. in the acquisition of Penn Camera and certain assets of Ritz Camera.
  • Represented a leading Istanbul-based private equity fund in its acquisition of the Domino’s Pizza operations in Turkey.
  • Represented Choice Hotels International, Inc., a NYSE-listed company with more than 6,000 franchised hotels, in developing a financing program offered to franchisees of certain Choice hotel brands.
  • Structured a financing program for Medtrx, LLC, a New York-based healthcare lender.
  • Represented SunBridge Capital in a credit facility with a publicly traded real estate development and services company.
  • Advised Choice Hotels International, Inc. in a joint venture with Och-Ziff to further develop and grow one of Choice’s leading hotel brands.
  • Structured the buyout of a US and Canadian joint-venture partner on behalf of a global Japanese heavy equipment manufacturer and handled all contracts for the establishment of the manufacturer’s US operations.
  • Represented ThinkFoodGroup LLC in joint ventures, strategic alliances and licensing agreements with Ritz Carlton, Mandarin Oriental, Host International, Inc., The Cosmopolitan and SBE for projects in Doha, Marrakech, Las Vegas, Miami, Tysons Corner and Puerto Rico.
  • Represented a National Basketball Association team in a $125 million private equity offering.
  • Represented Calumet Photographic, Inc. in negotiating credit facilities with both Burdale Capital Finance and PNC Bank.
  • Represented Silver Diner, Inc. in negotiating credit facilities with General Electric Capital, EagleBank and Federal Realty Investment Trust.
  • Assisted Sentry Group with the acquisition of Schwab Corp., strategic investments and license agreements.
  • Represented ThinkFoodGroup in an equity financing transaction involving several funds and high-net-worth individuals.
  • Handled several mezzanine financing loans to franchisees on behalf of Choice Hotels International, Inc.
  • Handled an equity investment and debt recapitalization on behalf of Silver Diner, Inc.
  • Negotiated multiple acquisitions and joint ventures on behalf of a London based global leader in steel industry analysis.
  • Assisted a private equity firm with the acquisition of a 3,000-plus unit retailer with operations in more than 25 countries.

Publications, Presentations and Recognitions

Jay is a frequent speaker at industry conferences on topics including financing strategies, private placements, venture capital, and multi-unit growth. He is quoted regularly in the press, including in The Wall Street Journal.

Bar and Court Admissions

  • District of Columbia Bar
  • New Jersey Bar
  • Pennsylvania Bar
  • Virginia Bar

Education

Duke University School of Law
, JD
  ( with honors )
Emory University
, BA
  ( with honors )

Practices

  • Corporate & Securities
  • Finance

Industries

  • Hospitality

Areas of Focus

  • Acquisitions & Dispositions
  • Brand, License & Franchise Transactions
  • Corporate & Securities
  • Finance
  • Financing
  • International Transactions
  • Joint Ventures, Strategic Alliances & Commercial Distribution
  • Mergers & Acquisitions
  • Private Capital & Investment Funds
  • Public & Private Funds
  • Technology & Media Transactions
  • Awards & Recognitions

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