Martin Pepeljugoski

Associate

  • JD, magna cum laude, Fordham University School of Law, 2014; Order of the Coif; Alumni Relations Editor, Fordham Journal of Corporate & Financial Law;  Associate Editor, Dispute Resolution Society;  Member of Alpha Sigma Nu, the Jesuit National Honor Society
  • BA (Political Science), magna cum laude, Tufts University, 2009; Member of Pi Sigma Alpha, the National Political Science Honor Society, Rho Omicron Chapter

Qualifications

  • New York, 2015

Martin Pepeljugoski

Associate

Martin Pepeljugoski joined Ropes & Gray in 2019 as an associate in the private equity transactions group. Martin represents private equity firms and their portfolio companies in mergers and asset, stock and other equity transactions as well as corporate governance and other strategic matters.

Prior to joining the firm, Martin was a corporate associate in the New York office of a premier U.S. law firm where he represented public and private companies in connection with mergers, acquisitions, divestitures, spin-offs, shareholder activism defense, corporate governance, capital markets transactions and credit facilities.

Experience

  • Represented Bain Capital in its investment in Zelis Healthcare and RedCard Systems
  • Represented a private equity firm in its bid to acquire a privately-held global eyewear and eyecare company
  • Represented a private equity firm in its bid to acquire a privately-held national provider of rehabilitation mobility, seating and positioning solutions
  • Represented a private equity firm in its bid to acquire a privately-held national wealth management firm
  • Represented a private equity firm in its bid to acquire a privately-held regional provider of fire detection, suppression and protection solutions
  • Represented a private equity firm in its bid to acquire a privately-held global provider of flavor bases used in the animal pharmaceutical industry
  • Represented a private equity firm in its bid to acquire a privately-held national provider of analytics and technology-enabled services to healthcare programs and hospitals

Martin’s matters prior to joining Ropes & Gray include:

  • Represented GKN in its defense against a £8.1 billion unsolicited takeover offer by Melrose and the proposed $6.1 billion combination of its driveline business with Dana.  The proposed combination consisted of an internal reorganization of GKN, a spin-off GKN’s driveline business to a new publicly-traded UK company and a merger between the UK company and Dana resulting in a corporate inversion of Dana. 
  • Represented Brunswick in the $490 million sale of its fitness and recreational businesses to KPS Capital as well as the proposed separation and spin-off of the businesses into a new publicly-traded company prior to their sale
  • Represented Cincinnati Bell in the $650 million cash/stock election acquisition of Hawaiian Telcom
  • Represented Cincinnati Bell in connection with its $200 million acquisition of OnX Enterprise Solutions
  • Represented a publicly-traded company in its bid to acquire a privately-held North American chocolate company
  • Represented a publicly-traded company in its bid to acquire a privately-held marine steering and control systems company
  • Represented Atlas Air in connection with its grant of new warrants to, and entry into a commercial services agreement with, Amazon
  • Represented a privately-held revenue cycle management company in connection with its sale
  • Represented a publicly-traded company in its bid to acquire a privately-held payment processing company
  • Represented a privately-held pharmaceutical distribution company in connection with its sale
  • Represented a privately-held medical device company involved in litigation with an investor in connection with the company’s exploration of transaction structures and corporate strategies enabling the company’s sale to a publicly-traded company in light of the litigation
  • Represented Cable One in connection with its acquisition of Clearwave Communications
  • Represented Cincinnati Bell in connection with its successful proxy contest against GAMCO
  • Represented Conduent in connection with its settlement of certain matters with Darwin Deason, one of its largest stockholders
  • Represented Moelis in connection with its fairness advisory to Tribune Media Company in connection with its acquisition by Nexstar
  • Represented a “bulge bracket” financial institution in connection with its fairness advisory to KLX in connection with the sale of its aerospace business to Boeing
  • Represented Scientific Games in its “Up-C” initial public offering of its social gaming business
  • Represented Mylan in connection with the financing of its acquisition of Meda.  The $6.5 billion financing consisted of four series of unsecured debt securities.
  • Represented Mylan in connection with concurrent A/B exchange offers for two separate offerings of its unsecured debt securities. 
  • Represented Mylan in connection with its €3 billion fixed and floating rate Euro-denominated offering of unsecured debt securities
  • Represented Mylan in connection with its €500 million floating rate Euro-denominated offering of unsecured debt securities
  • Represented Wells Fargo in connection with Zimmer Biomet’s $1.1 billion debt tender offer for five series of its unsecured debt securities
  • Represented BNP Paribas in connection with Zimmer Biomet’s €1 billion fixed rate Euro-denominated offering of unsecured debt securities
  • Represented a “bulge bracket” financial institution in connection with U.S. Concrete’s $400 million offering of unsecured debt securities
  • Represented a “bulge bracket” financial institution in connection with US Concrete’s $200 million fungible tack-on offering of unsecured debt securities
  • Represented a “bulge bracket” financial institution in connection with the $1.1 billion “bought” secondary offering of Zimmer Biomet’s common stock and Zimmer Biomet’s concurrent repurchase of $250 million of its common stock
  • Represented two “bulge bracket” financial institutions in connection with the $1.3 billion “bought” secondary offering of Zimmer Biomet’s common stock
  • Represented two “bulge bracket” financial institutions in connection with the $960 million “bought” secondary offering of Zimmer Biomet’s common stock
  • Represented Evolent in connection with the $170 million “bought” secondary offering of its common stock
  • Represented Evolent in connection with the $150 million secondary offering and the optioned $25 million secondary offering of its common stock
  • Represented Credit Suisse in connection with the cash flow financing of Canadian Pension Plan Investment Board’s acquisition of Antares Capital and its loan portfolio. The financing consisted of a $1.2 billion secured term loan credit facility, $2.0 billion secured revolving credit facility and $3.0 billion secured asset-based lending credit facility.
  • Represented a “bulge bracket” financial institution in connection with the cash flow financing of Bain Capital’s cross-border acquisition of TI Automotive. The financing consisted of a $1.3 billion secured term loan credit facility, $125 million secured revolving credit facility and $100 million secured asset-based lending credit facility.
  • Represented a “bulge bracket” financial institution in connection with TI Automotive’s $100 million fungible tack-on incremental financing
  • Represented a “bulge bracket” financial institution in connection with the acquisition financing of Team Health’s acquisition of IPC Healthcare
  • Represented a “bulge bracket” financial institution in connection with the $1.25 billion amendment and restatement of Team Health’s secured term loan and revolving credit facilities
  • Represented BDT Capital Partners in connection with the financing of its acquisition of Marquette Transportation Company. The financing consisted of a $400 million secured asset-based lending credit facility and $250 million unsecured debt securities.
  • Represented a “bulge bracket” financial institution in connection with an amendment to L Brands’ secured $1 billion revolving credit facility
  • Represented Crown Castle in connection three incremental unsecured revolving credit facilities totaling $830 million
  • Represented three European “bulge bracket” financial institutions in connection with the secured acquisition financing of a private equity firm’s bid to acquire Ista Group
  • Represented a “bulge bracket” financial institution in connection with the secured acquisition financing of a private equity firm’s bid to acquire PetCo
  • Represented a “bulge bracket” financial institution in connection with the secured acquisition financing of a private equity firm’s bid to acquire Atotech
  • Represented a “bulge bracket” financial institution in connection with the secured financing of a private equity firm’s bid to acquire the post-harvest specialty chemical business of Dow Chemical
  • JD, magna cum laude, Fordham University School of Law, 2014; Order of the Coif; Alumni Relations Editor, Fordham Journal of Corporate & Financial Law;  Associate Editor, Dispute Resolution Society;  Member of Alpha Sigma Nu, the Jesuit National Honor Society
  • BA (Political Science), magna cum laude, Tufts University, 2009; Member of Pi Sigma Alpha, the National Political Science Honor Society, Rho Omicron Chapter
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