Carolyn J. Vardi
Carolyn J. Vardi is a partner and head of Ropes & Gray’s private equity industry group. Carolyn was named “Private Equity Dealmaker of the Year” in 2021 for the middle market by The Deal. 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.
Carolyn has been consistently recognized by Chambers USA and Chambers Global as a leading lawyer in Private Equity. Clients remark that she is “a smart lawyer and has an amazing deal sense and ability to deal with people.” 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.
- Harvest Partners and its portfolio companies in a variety of matters including:
- VetCor, a portfolio company of Harvest Partners and Cressey & Company, in its acquisition of People, Pets & Vets, a veterinary services company;
- in a joint acquisition, along with Leonard Green & Partners, of a stake in Convergint, a global leader in service-based systems integration;
- in its acquisition of Fortis Solutions Group, a leading converter of pressure sensitive labels including multi-ply coupon and booklets, flexible packaging printing, shrink sleeves, folding cartons, and label applicators;
- in its acquisition of a majority interest in Galway Insurance Holdings, one of the nation’s largest insurance distribution firms, alongside existing private equity investors Oak Hill Capital and The Carlyle Group;
- in its acquisition of Lazer Spot, the market leader in mission critical, outsourced yard management services in the United States and Canada and only national provider of trailer spotting services and shuttling, and Lazer Spot in its acquisition of PHB Transport Inc., a trailer spotting and short-shuttle service provider based in Jacksonville, Florida with nearly 200 employees and locations across 11 states;
- in its acquisition of Yellowstone Landscape, the second largest commercial landscaping company in the United States and leading provider of landscape services to over 5,000 customers throughout the Southern and Southwestern United States;
- in its investment in Integrity Marketing Group, the nation’s leading independent distributor of life and health insurance products to the senior market;
- 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.*
- Clayton, Dubilier & Rice funds in connection with the investment, alongside Merck GHI and McKesson Ventures, in M2GEN, a leading oncology data and informatics platform focused on transforming cancer care.
- Summa Equity in its acquisition of G-CON Manufacturing, a leading maker of prefabricated cleanrooms used by the pharmaceutical industry.
- Aquiline Capital Partners in the carve-out acquisition of Avera eCare, the telemedicine services business of Avera Health and one of the largest and most comprehensive virtual health networks in the world through partnerships with more than 600 health care systems, rural hospitals, outpatient clinics, long-term care facilities, assisted livings, and schools across the United States.
- Dental365, a full-service dental practice offering general dentistry and specialty services, in its acquisition by an affiliate of The Jordan Company’s The Resolute Fund V from the company’s founding shareholders and current investor Regal Healthcare Capital Partners.
- Monomoy Capital Partners in a variety of matters including:
- in its majority investment in Liberty Safe Holding Corporation, the parent company of Liberty Safe and Security Products, Inc., the premier designer, manufacturer and marketer of home and gun safes in North America; and
- in its acquisition of Astro Shapes LLC, a U.S.-based manufacturer of custom-finished aluminum extrusions.
- Quad-C Management in numerous transactions, including:
- in its investment in Textum Weaving, a leading manufacturer of advanced, high-performance textiles;
- in the acquisition and subsequent sale of Worldwide Express, a leading global freight company;*
- in the acquisition and subsequent sale of Stucki Company, a leading supplier of new and reconditioned railcar components;* and
- in its acquisition of Polaris, a designer, manufacturer and marketer of branded automatic swimming pool cleaners and other swimming pool automation, maintenance and decoration products.*
- 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.*
- 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
- Featured, “Drinks With The Deal,” The Deal (April 7, 2022)
- Quoted, “Deal Flow Hits 'Grinding Halt' in Pandemic's Wake,” FundFire (March 18, 2020)
- Featured, “Thought Leadership: Interview with Carolyn Vardi,” The Deal (Q4 2019)
- 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)
- JD, Columbia Law School, 2001
- BA, cum laude, Yale University, 1998
Admissions / Qualifications
- New York, 2002
- “Top Women in Dealmaking,” The Deal (2022)
- The Deal – Middle Market Awards, Private Equity Dealmaker of the Year (2021)
- The Deal – Middle Market Awards, Private Equity Deal of the Year (2020); represented Harvest Partners in its acquisition of Yellowstone Landscape
- Lawdragon 500 - Leading Dealmakers in America (2021-2022)
- Crain’s New York Business, “Notable Women in Law” (2019)
- Chambers Global (2020-2022)
- Chambers USA (2019-2022)
- 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” (2021)
- Expert Guides, Best of the Best (Top 30) Private Equity, Best of the Best USA (Top 30) Private Equity
- IFLR 1000 (2020-2023)
- Legal 500 US (2017, 2020)
- SuperLawyers Metro Edition, “Rising Star” for M&A (2012)
- The M&A Advisor, “40 under 40” (2011)