Steven V. Napolitano, P.C.
Overview
Steve Napolitano is a corporate partner in the Chicago office of Golden Flag International Law Firm
Steve represents private equity funds, family offices and public and private corporations in connection with leveraged buyouts, mergers and acquisitions, going private transactions, growth equity financings, senior and mezzanine debt financings, joint ventures, recapitalizations and restructurings. He also has substantial experience representing private equity sponsors, corporations and senior management teams in connection with a broad range of management equity arrangements. In addition, he regularly counsels corporations and their boards of directors in connection with general corporate law, corporate governance, business and fiduciary duty matters.
Steve has particular experience with private equity, merger & acquisition, joint venture, financing and restructuring transactions in the heavily-regulated for-profit healthcare industry, where he has served as lead counsel in numerous private and public transactions involving complex federal and state healthcare regulatory considerations.
Previously, Steve served as the Co-Chair of DLA Piper’s U.S. Private Equity Practice and was a member of the Firm’s Executive Committee and Policy Committee. Steve has spoken extensively on private equity and mergers and acquisitions topics throughout the U.S. and internationally.
Experience
Representative Matters
Since joining Golden Flag, Steve has led the following transactions:
- Centerbridge Partners in its acquisition of MacLean Power Systems from MacLean-Fogg
- Arbor Investments-backed Red Collar Pet Foods in its $700 million sale of three dry pet food manufacturing plants to Colgate-Palmolive (NYSE: CL)
- Centerbridge Partners in connection with the leveraged recapitalization of Maclean Power Systems
- RiverGlade Capital in connection with the structuring and formation of its second fund, RiverGlade Capital, LPII, it’s second healthcare services flagship fund
- Arbor Investments in its acquisition of Bradshaw Home, a manufacturer of kitchen tools and gadgets, bakeware, cookware, food storage and home cleaning products, from ONCAP
- Arbor Investments acquisition of Steelite International, a manufacturer of tableware and pottery, from PNC RiverArch
- Black Rifle Coffee Company, a premium coffee company founded to support veterans, active-duty military and first responders, in its $1.7 billion business combination with SilverBox Engaged Merger Corp I (NASDAQ: SBEA), a special purpose acquisition company
- Black Rifle Coffee Company, a premium coffee company founded to support veterans, active-duty military and first responders, in its $1.7 billion business combination with SilverBox Engaged Merger Corp I (NASDAQ: SBEA), a special purpose acquisition company
- RiverGlade Capital-backed U.S. Oral Surgery Management, a practice management platform for the specialty of oral surgery, in its sale to Oak Hill Capital
- Arbor Investments in its sale of Greco and Sons, an importer and distributor of Italian food products and disposables in the U.S., to Sysco Corp. (NYSE: SYY)
- IPC Systems, Inc, a leading global provider of secure, compliant communications and networking solutions for the global financial markets, in a comprehensive out-of-court restructuring. The transaction reduced IPC’s leverage by over $400 million, extended its debt maturity schedule by 5 years, and provided $125 million of new capital
- Arbor Investments in its acquisition of Fontaine Santé Foods, a plant-based food platform
- Arbor Investments in its recapitalization of Dr. G's Creations, a food ingredient supplier
- Arbor Investments in its acquisition of Bradshaw Home, a manufacturer of kitchen tools and gadgets, bakeware, cookware, food storage and home cleaning products, from ONCAP
- RiverGlade Capital in its acquisition of H.H. Franchising Systems Inc. (d/b/a Home Helpers), a provider of elderly and patient care services, from Linsalata Capital Partners
- Stonebridge Partners-backed Cast-Crete, a manufacturer and distributor of precast and prestressed concrete lintels and sills, in its sale to Monomoy Capital Partners
- Michigan Institute of Urology, an independent urologic sub-specialty group, in its sale to Solaris Health
- Centerbridge Partners in connection with the leveraged recapitalization of American Bath Group, LLC
- Arbor Investments in the formation of its $1.5 billion Arbor Investments V and the formation of its $170 million Arbor Debt Opportunities Fund II
- Funds advised by Centerbridge Partners, L.P. in its acquisition of American Bath Group, LLC
- Arbor Investments in its acquisition of Steelite International, a manufacturer of tableware and pottery, from PNC RiverArch
- Wind Point Partners-backed ClockSpring NRI in its acquisition of Milliken Infrastructure Solutions, a provider of specialty chemicals and industrial products, from Milliken & Company
- Arbor Investments in its sale of portfolio company Fieldbrook Foods, a private label and co-manufacturer of ice cream and frozen novelty products, to Wells Enterprises
- The Arizona Cardiovascular Institute & the Center for Cardiovascular Research and Education (ACI/CCRE) in its sale to National Cardiovascular Partners
- Wind Point Partners and Paragon Films, a manufacturer of transit packaging, in Paragon's sale to Wellspring Capital Management
- Wind Point Partners in its acquisition and merger of Clock Spring Company and Neptune Research, manufacturers of composite materials for repair and rehabilitation of global infrastructure industries
- Arbor Investments in its acquisition of the U.S. Exclusive Brands business of private label pet food products from Mars Petcare
- Arbor Investments and its portfolio company Dunn Paper in its acquisition of Clearwater Paper Corporation's Ladysmith, Wisconsin facility
The following are representative transactions led by Steve prior to joining Golden Flag:
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Wind Point Partners, majority owner, and TPG Growth, minority shareholder, in connection with the sale of Novolex™, a world leader in packaging choice and sustainability, to The Carlyle Group
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The representation of Arbor Investments in connection with the sale of its portfolio company, Columbus Manufacturing, an artisan maker of premium salami and deli products to Hormel Foods Corp.
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The sale of KBP Investments, and its affiliates, the nation’s largest operator of Kentucky Fried Chicken restaurants, to an investor consortium of The Pritzker Organization and DNS Capital, and the related structuring and negotiation of management co-investment, incentive equity and employment arrangements
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Arbor Investments, a private equity firm that focuses exclusively on acquiring premier companies in the food, beverage and related industries, in connection with the closing of its fourth equity fund, Arbor Investments IV, L.P., with $765 million in capital commitments, as well as its inaugural captive subordinated debt fund, Arbor Debt Opportunities Fund I, L.P., with $125 million in capital commitments
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Vertellus Specialties, Inc. in connection with the sale of substantially all of its assets through Section 363 of the United States Bankruptcy Code
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Wind Point Partners in connection with the leveraged acquisition of Hilex Corporation, including multiple strategic acquisitions to the Hilex platform and a leveraged recapitalization financed by a non-control equity investment from TPG Growth
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Arbor Investments IV, L.P. in connection with the leveraged acquisition of Dunn Paper Holdings, Inc.
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True Health Diagnostics, LLC in connection with a leveraged recapitalization financed through a preferred equity investment by Riverside Strategic Capital Fund I, L.P. and senior debt investment by Monroe Capital and Silverpoint
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RiverGlade Capital in connection with the structuring and formation of RiverGlade Capital, L.P., its inaugural private equity fund focused on the healthcare services industry
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Arbor Investments, IV, L.P. in connection with the leveraged acquisition of Greco & Sons
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Wind Point Partners portfolio company, Performance Optics, in connection with its sale to Japanese-based Hoya Corporation
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Sterling Partners in connection with the leveraged acquisition of Grand Rapids Ophthalmology, and the creation of a related management services organization platform
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RiverGlade Capital in connection with the structuring and formation of US Oral Surgery Management, LLC, a platform focused on the oral surgery sector, and the related acquisitions of multiple integrated oral surgery clinics
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True Health Diagnostics, LLC in connection with the restructuring of its senior debt facility with Monroe Capital and Silverpoint and a contemporaneous equity investment by Riverside Strategic Capital Fund I, L.P.
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Wind Point Partners in connection with the sale of portfolio company Hearthside Foods to Co-Sponsors Goldman Sachs and Vestar Partners
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Wind Point Partners in connection with the leveraged acquisition of Vision Ease from Insight Capital
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Wind Point Partners and its Performance Optics portfolio company in connection with the leveraged acquisition of Korean based Daemyung Optical
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Stonebridge Partners in connection with the leveraged acquisition of Caste Crete, Inc.
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Wind Point Partners in connection with the leveraged acquisition of Paragon
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Vertellus Specialty Materials LLC, a portfolio company of Wind Point Partners, in connection with its acquisition of The Dow Chemical Company's Sodium Borohydride Business
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Adeptus, Inc (NYSE: ADPT), an owner and operator of free standing emergency room facilities and hospital facilities in connection with the acquisition, development and JV formation of Dignity General Hospital (Arizona), University of Colorado General Hospital and Adeptus’ hospital and freestanding emergency center joint venture with Texas Health Resources
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Stonebridge Partners, in connection with the leveraged acquisition of Brand FX, LLC
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Adeptus, Inc. (NYSE:ADPT), in connection with the restructuring of multiple hospital and free standing emergency facility joint ventures; the restructuring of its senior credit facility; and the ultimate sale of its senior indebtedness to Deerfield Management
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Stonebridge Partners in connection with the leveraged acquisition of the UK operations of ADI, a manufacturer of equipment for the aerospace industry
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Arbor Investments in connection with the leveraged acquisition of Trojan Lithograph
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Psilos Group Partners in connection with multiple growth equity investments in the digital health and healthcare services sectors
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HealthAllies, Inc. in connection with multiple equity financings and its ultimate sale to United Healthcare
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Arbor Investments in connection with the leveraged acquisition of Concord Foods, a manufacturer and supplier of food products and custom ingredients to the consumer, foodservice and industrial markets
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Arbor Investments in connection with the sale of Trudeau Foods, LLC to United Natural Foods, Inc.
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Wind Point Partners, in connection with the sale of Ames True Temper to Castle Harlan
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Arbor Investments in connection with the sale of Gold Standard Baking to Tricor Pacific
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Arbor Investments in connection with the leveraged acquisition of Keyes Packaging from Tricor Pacific
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Wind Point Partners in connection with the leveraged acquisition of Vertellus Specialties, Inc. from Arsenal Capital Partners
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Sterling Partners in connection with the leveraged acquisition of the assets of Kids Care Dental, LLC and the related formation of an integrated dental services organization
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N. Pritzker Capital Management in connection with the leveraged acquisition of Foundations Recovery Network, a leading addiction recovery firm
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Arbor Investments in connection with the sale of Bradshaw, Inc. to Onex Capital
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Stonebridge Partners in connection with the debt and equity restructuring of their investment in Specialty Bakers, LLC
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NovaMed, Inc. (NASDAQ: NOVA) in connection with its sale via public tender offer to Surgery Partners, Inc., a portfolio company of HIG Capital
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Wind Point Partners in connection with its sale of Santa Maria Foods Corporation to Sofina
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Arbor Investments in connection with its leveraged acquisition of Columbus Manufacturing from Endeavor Capital
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Arbor Investments in connection with the sale of Great Kitchens, Inc. to Swiss-based Aryzta AG
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Wind Point Partners in connection with the leveraged acquisition of Railworks Corporation
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Cortec Group Fund IV, LP in connection with the leveraged buyout of CGI Windows and Doors, Inc.
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Prairie Capital III, LP in connection with the leveraged buyout of Plastimayd, Inc.
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Wind Point Partners in connection with the sale of Arr-Maz Custom Chemicals, Inc. to GSO Capital Partners
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Management of Berry Plastics Corporation with regard to their equity co-investment and employee and executive compensation arrangements in leveraged buyouts led by Goldman Sachs Capital Partners and, subsequently, Apollo Partners
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Wind Point Partners in connection with the leveraged acquisition of Santa Maria Foods Corporation
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Wind Point Partners in connection with the leveraged acquisition of Omniflight, Inc. and affiliates
Prior Experience
Partner, DLA Piper US LLP
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Recognition
Steve has received a number of prestigious professional commendations. Since 2003, he has been repeatedly recognized by Chambers & Partners in their Chambers Global and Chambers USA legal directories, where clients and peers have commented that Steve is an “outstanding lawyer” who “knows his stuff and doesn't over-lawyer an issue.” “[H]e is highly regarded for his commercial approach to the law.” Steve “thinks like a private investor” and clients respect him for his “excellent handling of large groups during crucial negotiating sessions.” He has been described by clients as “very smart and driven,” and “an incredibly savvy attorney.” Peers have called Steve “a worthy competitor,” and he “is lauded as ‘a brilliant attorney. He has got the whole package; he's incredibly bright and knowledgeable and phenomenal in terms of dealing with people.’ Clients benefit from his extensive capabilities.”
The Legal 500 U.S. has repeatedly recommended Steve for his “creative” work. Steve is cited in The Best Lawyers in America as a leading lawyer in the field of mergers & acquisitions. He also has been recognized by Euromoney Legal Media Group as one of the leading mergers & acquisitions and private equity lawyers in the United States.
In 2021, 2022 and 2023 Steve was selected to Lawdragon's Leading Dealmakers in America guide. In 2020, Steve was included in Expert Guides’ 9th edition of the Banking, Finance and Transactional Guide.
According to the Leading Lawyers Network, Steve is a top Illinois lawyer in mergers and acquisitions, securities and venture finance and health law. He also has been recognized since 2004 as an Illinois Super Lawyer in mergers and acquisitions.
Memberships & Affiliations
American Bar Association
Director Emeritus, Board of Directors, Malignant Hyperthermia Association of the United States
Former Chairman, Board of Directors; Member and Chairman, Executive and Operating Committees, UCP/Seguin
Former Member of Board of Directors, John P. McNicholas Pediatric Brain Tumor Foundation (an affiliate of Lurie Children’s Hospital)
Mentor and benefactor of the LINK Scholarship Program, which sends inner-city students to prominent private high schools in the Chicago Metropolitan area
Member of Board of Directors of LINK Unlimited Scholars
Member of Board of Trustees of the National Football Foundation
Former member of The Board of Directors of multiple public and private corporations
Credentials
Admissions & Qualifications
- Illinois
Education
- Boston University School of LawJ.D.
Editor, American Journal of Law & Medicine
American Jurisprudence Award recipient
G. Joseph Tauro Scholar
- University of Notre DameB.A., Economics
Omicron Epsilon Delta