Carolyn J. Vardi

Partner

Carolyn Vardi
  • JD, Columbia Law School, 2001
  • BA, Yale University, 1998

Qualifications

  • New York, 2002
  • Crain’s New York Business, “Notable Women in Law” (2019)
  • Chambers USA (2019)
  • Euromoney’s Women in Business Law, “Best in Private Equity” (2017, 2018)
  • Euromoney’s Banking Finance and Transactional Expert Guide, “Leading Individual for M&A and Private Equity in the United States” (2018)
  • The Legal 500 US, Recommended for Private Equity (2017)
  • SuperLawyers Metro Edition, “Rising Star” for M&A (2012)
  • The M&A Advisor, “40 under 40” (2011)

Carolyn J. Vardi

Partner

Carolyn J. Vardi is a partner in Ropes & Gray’s private equity transactions practice group, based in New York. She represents international private equity sponsors and corporate clients in a wide range of transactions, including leveraged buyouts, going-private deals, mergers and acquisitions, strategic investments and dispositions. She has extensive experience representing buyers and sellers in public and private mergers and acquisitions, including joint ventures and equity co-investments. She has also advised on strategic M&A and bankruptcy related matters, and regularly counsels clients on general corporate matters and corporate governance. Carolyn has advised on large acquisitions across many industries and verticals, including financial services, software, health care, industrials, and consumer and retail.

A top private equity attorney, Crain’s New York recognized Carolyn in its 2019 Notable Women in Law report, which highlighted her “strong track record in the resolution of complex transactions for both corporate clients and private equity funds.” Euromoney’s Women in Business Law awards also recently honored Carolyn as among the “Best in Private Equity” in the United States.

Carolyn promotes and supports the development of young women professionals in the private equity and finance industries. She also co-wrote a widely respected report focused on trends that could drive private equity firms to improve gender balance within their ranks and promote more women to senior positions in the field.

Since 2012, Carolyn has served as an Adjunct Professor of Law at Fordham University School of Law.

Experience

  • Harvest Partners and its portfolio companies in a variety of matters including:
    • in its acquisition of EyeCare Services Partners Holdings LLC, a portfolio company of Varsity Healthcare Partners and the nation’s largest vertically integrated ophthalmologic services company;
    • in the acquisition, add-on acquisition of Accelerated Rehabilitation Centers, which created one of the largest physical therapy providers in the Midwest with over 330 locations, and subsequent auction sale of Athletico Physical Therapy, a Chicago-based, clinician-owned physical therapy business to BDT Capital Partners, a U.S. merchant bank;
    • in its acquisition of Advanced Dermatology and Cosmetic Surgery, the country’s largest dermatology practice;
    • in the add-on acquisition of North East Dental Management, a portfolio company, alongside DCA Investment, a leading dental support organization, from Sentinel Capital Partners;
    • in the acquisition and subsequent sale of the AxelaCare Health Solutions, a provider of at home intravenous therapy and other pharmacy services to OptumRX, a subsidiary of the United Health Group;
    • in its acquisition, sale and reinvestment of VetCor, one of the largest operators of veterinary hospitals in the U.S. alongside Oak Partners Group, a global private markets investment manager, in its acquisition;
    • in its investment in DTI, a portfolio company of OMERS Private Equity, to fund the US$1 billion acquisition of Epiq Systems, Inc.; and
    • in its acquisition, together with Ares Management LP, of Valet Waste, a waste management services company, from New Mountain Capital.*
  • Roark Capital Group and its portfolio company Arby’s Restaurant Group, in Arby’s US$2.9 billion acquisition of Buffalo Wild Wings, Inc. (NASDAQ: BWLD), an established international owner, operator and franchisor of quick-service restaurants.*
  •  Driven Brands, a portfolio company of Roark Capital Group and one of the leading franchisors in the automotive aftermarket, in its acquisition of 1-800-Radiator & A/C, one of the largest franchised automotive parts distributors in North America.*
  • Triton Partners in the acquisition of WernerCo, a Switzerland-based fully integrated international manufacturer and distributor of ladders, secure storage systems and light duty construction equipment.*
  • Investcorp, a leading global provider and manager of alternative investment products
    • (i) in its majority investment in ICR, LLC, a leading strategic communications and advisory company; and
    • (ii) in its co-acquisition of CVC Capital Partners’ ownership stake in AlixPartners.*
  • Partners Group in its US$1 billion acquisition of PCI Pharma Services, a leading global provider of outsourced pharmaceutical services.*
  • FRHI Holdings Limited, Qatar Investment Authority (QIA) and Kingdom Holding Company of Saudi Arabia in the US$2.9 billion stock-and-cash sale of FRHI, the parent company of luxury hotel brands Fairmont, Raffles and Swissôtel, to AccorHotels.*
  • Quad-C Management in numerous transactions, including the acquisition and subsequent sale of Worldwide Express, a leading global freight company.*
  • Global Infrastructure Partners in the acquisition of the principal holdings of Competitive Power Ventures.*
  • Dominus Capital, L.P., a leading private equity firm, in its acquisition of Spectrum Corporation, a leading formulator, blender, packager and distributor of specialty lubricants to the outdoor power equipment, marine, recreational equipment and automotive aftermarkets.*
  • Calpine Corporation, the largest publicly traded, independent wholesale power company in the United States as measured by power produced, in its US$1.57 billion sale of six power plants, located in Oklahoma, Louisiana, Alabama, Florida and South Carolina and comprising 3,498 MW of combined-cycle generation capacity, to NatGen Southeast Power LLC, a wholly-owned subsidiary of LS Power Equity Partners III.*
  • J.F. Hillebrand USA Holding, a portfolio company of Cobepa SA (the Belgian investment company), in its acquisition of a majority of the outstanding equity interests of Satellite Logistics Group, a leading beverage supply chain logistics business.*
  • CVC Capital Partners portfolio companies
    • Pilot Flying J, the largest owner and operator of travel centers in North America, in its acquisition of a controlling interest in Maxum Petroleum, Inc.
    • Univar Inc., (and also a portco Clayton Dubilier & Rice), a leading global distributor of industrial and specialty chemicals in more than 100 countries, in the acquisition of Magnablend Holdings, Inc., a custom chemical blending, manufacturing and packaging company.*

*Experience prior to joining Ropes & Gray

Publications

  • Featured, “PE Market Is Very Active Right Now, Ropes & Gray's Vardi Says,” “Bloomberg Markets: The Close” (March 11, 2019)
  • Contributor, “Bloomberg Markets: Vardi on Whether Economic Pressures Will Open Private Equity to More Women,” Bloomberg Radio (July 2018)
  • Co-author, “Will Economic Pressures Open Private Equity to More Women?” M&A Explorer (February 19, 2018)
  • Co-author, “Private Equity in International Franchising," International Journal of Franchising Law, Volume 11, Issue 1, 2013
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