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, leveraged recapitalizations, preferred equity investments, 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 TPG Capital, H.I.G. Capital, JMI Equity and Welsh, Carson, Anderson & Stowe, as well as their portfolio companies.
- Represented HIG Capital in its acquisition of Vantage Specialty Chemicals Holdings, Inc., a leading provider of sustainable, naturally derived ingredients focused on personal care.
- Represented publicly held Surgery Partners Inc. in the planned US$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 US$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 JMI Equity in its strategic growth investment in Arena Solutions, a cloud-based, all-in-one product development platform.
- Represented Cirque du Soleil in its acquisition of Blue Man Productions, a global live entertainment company.
- Represented TPG Capital, a significant stockholder of Parkway Properties, in connection with Cousins Properties’ and Parkway Properties’ US$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 The Habit Restaurants, a casual dining restaurant operator, in its $90 million IPO.
- Represented TPG Capital in its investment in Chobani LLC, a producer and seller of Greek yogurt.
- 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