Joseph F. Bernardi, Jr.

Joe has advised clients on domestic and cross-border transactions across a range of industries. His recent experience includes advising:*

Mergers and Acquisitions / Buyouts

• Charlesbank Capital Partners in multiple transactions, including the acquisitions of Galls, Tecomet, QC Supply, Vestcom and Polyconcept
• Charlesbank Capital Partners portfolio companies in a number of transactions, including:
  • Vestcom in its $1.45 billion sale to Avery Dennison (NYSE: AVY)
  • American Residential Services in its sale to GI Partners 
  • Polyconcept in its acquisition of ETS Express 
  • The Rockport Group in its acquisition of the Reef brand from VF Corporation (NYSE: VFC)
  • Varsity Brands in its acquisitions of Allgoods and Lids Team Sports, and the subsequent sale of Varsity Brands to Bain Capital Private Equity
  • Galls in the acquisitions of U.S. Patriot, On Guard Apparel, Universal Uniforms, Cruse Uniforms, Samzie’s Ltd., Miller Uniforms and KEEPRS
  • Fullbeauty Brands in its sale to Apax Partners
• JMI Equity portfolio companies in a number of transactions, including:
  • Level Access in its merger with essential Accessibility
  • Raptor Technologies acquisition of CPOMS
  • AlertMedia in its sale to Vista Equity Partners 
  • Unanet in its acquisitions of Cosential and Clearview Software
  • Undertone Networks in its $180 million sale to Perion Network Ltd. (NASDAQ: PERI)
• Workfront in its $1.5 billion sale to Adobe (NASDAQ: ADBE)
• Campus Management and EdCentric, portfolio companies of Leeds Equity Partners, in their combined sale to Veritas Capital
• JMI Equity, as a member of a consortium, in the $11 billion take private of The Ultimate Software Group (NASDAQ: ULTI)
• Audacious Inquiry in its sale to PointClickCare Technologies
• automotiveMastermind in its $430 million sale to IHS Markit (NASDAQ: INFO)
• AlphaCredit in its acquisition of Grupo Finmart from EZCORP (NASDAQ: EZPW)
• Infraestructural Institucional S. de R.L. de C.V., a leading Mexican infrastructure investment fund, in the sale of its general partner to BlackRock, Inc. (NYSE: BLK)
• AMAG Pharmaceuticals (NASDAQ: AMAG) in its $700 million acquisition of Cord Blood Registry from GTCR
• Acosta Sales and Marketing, a portfolio company of Thomas H. Lee Partners, in its acquisitions of Mosaic Sales Solutions and Anderson Daymon Worldwide and the subsequent sale of Acosta to The Carlyle Group for $4.8 billion (one of the five largest leveraged buyouts of 2014)
• Advent International in a number of transactions, including its $2.4 billion acquisition of Serta Simmons Bedding, the acquisitions of RGL Reservoir Management and Hudson News, its $1.1 billion investment in OCENSA and its investment in the parent of Party City
• Advent International, CDIB Capital and Mirae Assets in connection with their acquisition of a controlling interest in the parent of The Coffee Bean & Tea Leaf
• Berkshire Partners in multiple transactions, including its acquisitions of Grocery Outlet and HMT and its investment in Coty
• Thomas H. Lee Partners in its acquisition of Systems Maintenance Services and a number of follow-on financings and other transactions
• Harbinger Capital Partners in its take-private of LightSquared (f/k/a SkyTerra Communications), a mobile satellite services provider with an enterprise value of approximately $1.85 billion

Growth Equity Investments

• JMI Equity in its investments in Coursedog, Raptor Technologies, OnBoard, TimelyMD, Vena Solutions, Clio, Benevity, Level Access, Higher Logic and Adknowledge
• JMI Equity portfolio companies in a number of transactions, including:
  • Unanet in its strategic financing from Onex Corporation (TSX: ONEX)
  • Raptor Technologies in its financing with Thoma Bravo
  • Workfront in its financing with W Capital
  • Benevity in its financing with General Atlantic
• AlphaCredit in its equity financing round led by Softbank’s Latin America Fund 
• Tuatara Capital in multiple investments, including in Green Flower Media and the parent of Long Play
• Long Play in multiple equity and convertible note financings
• Hillhouse Capital in its investment in Airbnb
• Liberty Mutual in its significant debt and equity investment in a leading alternative energy provider
• Providence Equity Partners in connection with its $300 million investment in ZeniMax Media Inc.

Distressed Investments and Restructurings

• Charlesbank Capital Partners in its acquisition of substantially all of the assets of The Rockport Group via a Section 363 asset purchase as part of The Rockport Group’s Chapter 11 proceedings 
• Harbinger Capital Partners in connection with its equity and debt investments in TerreStar Corporation and SkyTerra Communications
• Medicis Pharmaceuticals in its $455 million acquisition of substantially all of the U.S. and Canadian pharmaceutical assets of Graceway Pharmaceuticals via a Section 363 asset purchase as part of Graceway’s Chapter 11 proceedings
• Nortek, Inc. in connection with its pre-packaged Chapter 11 bankruptcy reorganization
• MGM Mirage in connection with the restructuring of City Center Las Vegas
• A number of private companies and investors in out- of- court restructurings

*Includes matters prior to joining Goodwin.

Joe is a member of the Boston and American Bar Associations. He is actively involved in charitable and community organizations, including The Trustees of Reservations, where he previously served as a Corporate Trustee, and Andover Youth Lacrosse.

Before joining Goodwin, Joe practiced law for nearly a decade in the Boston office of Weil, Gotshal & Manges LLP.

Joe is also a certified public accountant. Prior to his legal career, he was a member of the audit and assurance practices of Arthur Andersen LLP and KPMG LLP where he worked primarily with private equity funds, technology companies and government contractors.

Joe was recognized as a “Massachusetts Rising Star” for 2014 through 2016 by Super Lawyers. While attending law school he was elected Editor-in-Chief of the Connecticut Law Review.

Joe has authored a number of articles relating to private investment funds and mergers and acquisitions, including:

• Co-Author, “Roadblocks to Redemption: Delaware Chancery Court Makes Preferred Stock Redemptions More Challenging,” Harvard Law School Forum on Corporate Governance and Financial Regulation, May 12, 2017 
• Co-Author, “New Rules for Private Fund Reporting,” International Law Office, May 17, 2011 
• Co-Author, “Let Bylaws Be Bylaws,” The Deal Magazine June 19, 2009 
• Co-Author, “Delaware Chancery Court Potentially Opens Door to Limit Activist Stockholder Rights,” The Hedge Fund Law Report, Vol. 2, No. 10, March 11, 2009