Carl P. Marcellino
Carl is co-head of the firm's mergers & acquisitions group. 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, 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.
- Representing publicly held Surgery Partners Inc. in the planned $760 million acquisition of private-equity backed National Surgical Healthcare.
- Represented HIG Capital in its acquisition of VIP Cinema Seating, a leading designer and assembler of premium seating solutions for the global cinema industry.
- Represented TPG Growth’s global impact fund, The Rise Fund, which led a $190 million financing round in EverFi, a leading provider of subscription-based digital learning.
- Represented HIG Capital and its portfolio company, packaged ice producer and distributor Arctic Glacier Group Holdings, Inc., in the sale of Arctic Glacier to Carlyle Global Partners.
- Represented TPG Capital, a significant stockholder of Parkway Properties, in connection with Cousins Properties’ and Parkway Properties’ $2 billion merger.
- Represented H.I.G. Capital and portfolio company Surgery Partners Inc. in connection with Surgery Partners’ underwritten initial public offering.
- Represented United Surgical Partners in its sale, along with Aspen Healthcare, to Tenet Healthcare.
- Represented Norcraft Companies in its sale to Fortune Brands Home & Security.
- Represented TPG Capital and JMI Equity in the sale of portfolio company PowerPlan Consultants, Inc., a software company providing accounting, tax and capital budgeting optimization solutions for asset-intensive businesses within the utility, oil and gas, transportation, and telecom industries.
- Represented The Habit Restaurants, a casual dining restaurant operator, in its $90 million IPO.
- Represented TPG Growth in a $450 million round of funding, which it led, in Airbnb Inc., an online community marketplace for people to list and book accommodations.
- Represented TPG Capital in its investment in Chobani LLC, a producer and seller of Greek yogurt.
- Represented HIG Capital in its acquisition of American Pacific Corporation (AMPAC). AMPAC is a leading custom manufacturer of fine chemicals and specialty chemicals.
- Represented Norcraft Companies, a home cabinet manufacturer, in its $102 million IPO.
- Represented TPG Capital in its investment for stake in AV Homes Inc., a developer and builder engaged in the homebuilding, community development, and land sale business in Florida, Arizona, and the Carolinas.
- Quoted, “In Nordstrom talks, Leonard Green bucks trends by following its own precedent,” CNBC (September 13, 2017)
- Co-author, “Delaware Supreme Court upholds award of expectation damages,” International Law Office (March 23, 2016)
- Co-author, “Delaware Supreme Court upholds Rural/Metro rulings,” International Law Office (March 9, 2016)
- Co-author, “Delaware Supreme Court finds purchaser did not breach earn-out provision,” International Law Office Corporate Finance/M&A Newsletter (August 19, 2015)
- Quoted, “One firm’s tuck-in is another’s bolt-on,” The Deal (August 14, 2015)
- Co-author, “Delaware Supreme Court clarifies fiduciary duties in sale context,” International Law Office (April 8, 2015)
- Quoted, Q&A, PitchBook’s annual Private Equity Breakdown Report (January 9, 2015)
- Co-author, “Guidance on notice provisions and survival periods,” International Law Office (March 19, 2014)
- Co-author, “'Liquidity conflict' rejected; 28% stockholder was not controlling stockholder,” International Law Office (January 15, 2014)
- Co-author, “Report shows continued ubiquity of stockholder M&A litigation,” International Law Office (September 2014)