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Carl P. Marcellino
Partner
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Carl’s practice focuses on representing private equity funds and their portfolio companies in a wide range of transactions and corporate matters. Carl has broad experience representing clients in mergers and acquisitions, leveraged buyouts, leveraged recapitalizations, preferred equity investments, PIPE investments, subordinated debt financings and securities offerings. In addition, Carl devotes a significant portion of his time to representing public and private companies in connection with the formation of strategic joint ventures, securities law compliance, governance, and other general corporate matters. Carl represents private equity sponsors such as Bain Capital, Fenway Partners, TPG Growth (TPG Capital’s investment platform for early stage and growth investments) and Welsh, Carson, Anderson & Stowe. He also represents a number of smaller venture capital funds.
- Represented Coach America, a charter bus company and a Fenway Partners portfolio company, in a recent recapitalization transaction.
- Represented TPG Growth in its acquisition of VPSI, a provider of vanpooling services.
- Represented Renal Advantage, a renal dialysis company and a Welsh, Carson, Anderson & Stowe portfolio company, in its sale to Liberty Dialysis.
- Represented Welsh, Carson, Anderson & Stowe in the sale of AGA Medical Holdings (Nasdaq: AGAM), a provider of medical devices for structural heart defects and vascular abnormalities, to St. Jude Medical (NYSE: STJ).
- Represented TPG Growth in its acquisition of, and a subsequent dividend recapitalization transaction involving, Hilex Poly Co., a manufacturer of plastic bags and film products.
- Represented TPG Growth in its investment in Schiff Nutrition International (NYSE: WNI), a distributor of vitamins and nutritional supplements.
- Represented Fenway Partners in the acquisition of Suntek Holding/Commonwealth Laminating & Coating, a window film manufacturer, with Transportation Resource Partners.
- Represented Health Enterprises Partners in its investment in Eagle Hospital Physicians.
- Represented American Achievement Corp, a manufacturer of class rings and yearbooks and a Fenway Partners portfolio company, in an offering of senior secured notes and related recapitalization transaction.
- Represented TPG Growth, along with co-investment partner JMI Equity, in the acquisition of PowerPlan Consultants, a software and consulting company.
- Represented Easton-Bell Sports, a developer and marketer of sports equipment and a Fenway Partners portfolio company, in an offering of senior secured notes and related recapitalization transaction.
- Represented Norcraft Companies, a manufacturer of kitchen and bathroom cabinetry and an Apax Partners portfolio company, in an offering of senior secured notes and related recapitalization transaction.
- Represented XOJET, Inc., a private aviation company and a TPG Growth portfolio company, in an equity offering and related recapitalization transaction.
©1996-2012 Ropes & Gray LLP. All rights reserved.
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Education
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JD, cum laude, New York University School of Law, 1999; Article and Note Editor, Journal of Legislation and Public Policy
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BS/BA, magna cum laude, Georgetown University, 1996
Memberships & Affiliations
- American Bar Association
- New York State Bar Association
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