Carl P. Marcellino
Carl Marcellino is a partner based in the New York office. Carl has a broad transactional practice, representing a mix of public and private corporate and private equity investment fund clients on a range of transactions of global significance. Specifically, Carl has led representations involving mergers and acquisitions, leveraged buyouts, special purpose acquisition companies (SPACs), preferred equity investments, and PIPE investments, as well as various securities offerings and compliance and governance matters. He has represented, and continues to represent, some of the most noteworthy private equity investment firms in the global marketplace including H.I.G. Capital, New Mountain Capital, TPG Capital and Welsh, Carson, Anderson & Stowe, as well as their portfolio companies.
- Represented Astra, a rocket launch startup that provides satellite delivery service, in its US$2.1 billion business combination with Holicity, a special purpose acquisition company (SPAC).
- Represented HIG Capital in its acquisition of Continental Battery Holding Corp., a distributor of aftermarket batteries to the electric utility vehicle (EUV), automotive, commercial, marine and industrial markets.
- Represented publicly held Longview Acquisition Corp., a special purpose acquisition company, in its US$1.5 billion business combination with Butterfly Network, a digital health company.
- Represented HIG Capital in its acquisition of Capstone Logistics, a provider of outsourced supply chain solutions to distribution centers catering primarily to the grocery, food service, and retail industries.
- Represented HIG Capital in its acquisition of St. Croix Hospice, a provider of hospice care across the Midwest United States.
- Represented New Mountain Capital in its investment in Inframark, an infrastructure services company focused on operation and maintenance of water and wastewater systems.
- Represented publicly held The Habit Restaurants, a casual dining restaurant operator, in its sale to YUM! Brands for $375 million.
- Represented New Mountain Capital in its acquisition of eMids, a leader in digital engineering and transformation solutions to the healthcare industry.
- Represented TPG Growth in the formation of Independent Pet Partners, an operator of pet foods, pet supply and pet grooming companies.
- Represented TPG Growth’s global impact fund, The Rise Fund, in its investment in Zipline, the world’s leading provider of drone delivery for healthcare services.
- Represented publicly held Surgery Partners, a healthcare services company, in its US$760 million acquisition of private-equity backed National Surgical Healthcare.
- Represented publicly held Norcraft Companies, a manufacturer of kitchen and bathroom cabinetry in the U.S. and Canada, in its US$600 million sale to Fortune Brands Home & Security.
- Represented United Surgical Partners, an operator of ambulatory surgery and short-stay medical facilities, in its sale, along with Aspen Healthcare, to Tenet Healthcare.
- Quoted, “As SEC Focuses on SPACs, Conflicts Come to the Fore,” Private Equity Law Report (June 15, 2021)
- Quoted, “PE May Be 2020 M&A Lifeline As Uncertainty Rattles Market,” Law360 (January 1, 2020)
- Quoted, “M&A Activity Chugs Along As Buyers Eye Safer Bets,” Law360 (August 2, 2019)
- Quoted, “Global M&A Struggles To Keep Pace As Optimism Dims,” Law360 (April 19, 2019)
- 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)
- JD, cum laude , New York University School of Law, 1999; Article and Note Editor, Journal of Legislation and Public Policy
- BS/BA, magna cum laude, Georgetown University, 1996
Admissions / Qualifications
- New York, 2000
- Financial Times Innovative Lawyers (2018) – Honored for advising on a complex merger involving health care entities.
- IFLR1000 (2017-2022)
- Legal 500, Finance (2015-2018)
- New York Super Lawyers, Rising Star (2012-2014)