Carolyn J. Vardi | White & Case LLP International Law Firm, Global Law Practice
Carolyn J. Vardi
Carolyn J. Vardi

Carolyn J. Vardi

Partner, New York

Overview

Carolyn Vardi represents buyers and sellers in public and private mergers and acquisitions, including joint ventures and equity co-investments.

Domestic and international corporate clients from a broad range of industries, private equity funds and commercial banks (and their private equity affiliates) benefit from Carolyn's perceptive input into their transactions.

Private equity clients especially value Carolyn's guidance in respect of acquisitions and dispositions of portfolio companies. She also has a strong track record advising on general corporate and corporate governance matters.

Bars and Courts

  • New York State Bar

Education

  • JD, Columbia Law School
  • BA, Comparative Literature, Yale University, cum laude

Languages

  • English

Experience

US$2.9 Billion Sale of Luxury Hotel Group to AccorHotels, 2015

Carolyn represented FRHI Holdings Limited (FRHI), Qatar Investment Authority (QIA) and Kingdom Holding Company of Saudi Arabia on the US$2.9 billion stock-and-cash sale of FRHI, the parent company of luxury hotel brands Fairmont, Raffles and Swissôtel, to AccorHotels.

US$1.57 billion sale of six power plants, 2014

Carolyn represented Calpine Corporation (NYSE: CPN), the largest publicly traded, independent wholesale power company in the United States by power produced. She advised on 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 whollyowned subsidiary of LS Power Equity Partners III.

Harvest Partners, ongoing

Carolyn represented private equity firm Harvest Partners in the acquisitions of Athletico Physical Therapy, VetCor, AxelaCare Health Solutions, the Garretson Resolution Group, Bartlett Holdings Inc., IG Staffing Holdings, Inc. and Aquilex Corp. as well as the US$462 million cash tender offer to purchase all of the outstanding shares of common stock of Associated Materials Incorporated. She also advised Harvest on the sale of its portfolio company, Driven Brands, Inc.

Driven Brands, 2015

Carolyn represented Driven Brands, Inc., 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.

Athletico Physical Therapy, 2015

Carolyn represented Athletico Physical Therapy, a portfolio company of Harvest Partners, in its acquisition of Accelerated Rehabilitation Centers, creating one of the largest physical therapy providers in the Midwest with over 330 locations.

Global Infrastructure Partners, 2015

Carolyn represented Global Infrastructure Partners in the acquisition of the principal holdings of Competitive Power Ventures.

Quad-C Management transactions, ongoing

Carolyn represented private equity firm Quad-C Management, Inc. in the acquisitions of Joerns Healthcare LLC; Worldwide Express; A. Stucki Holding Corp. and 60 percent of Cloverhill Industries, Inc., as well as in the sale of BI Incorporated.

Acquisition by Cobepa SA portfolio company, 2013

Carolyn represented J.F. Hillebrand USA Holding, Inc., 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.

Portfolio acquisition of custom chemical company, 2013

Carolyn represented Univar Inc., a portfolio company of private equity firms CVC Capital Partners and Clayton Dubilier & Rice, LLC and a leading global distributor of industrial and specialty chemicals in more than 100 countries. She advised on the acquisition of Magnablend Holdings, Inc., a custom chemical blending, manufacturing and packaging company.

Energy logistics acquisition, 2012

For Pilot Flying J, a portfolio company of private equity firm CVC Capital Partners and the largest owner and operator of travel centers in North America, Carolyn advised on its acquisition of a controlling interest in Maxum Petroleum, Inc., a leading independent energy logistics company.

Spanish publishing investment, 2011

For Dominus Capital, L.P., a leading private equity firm, Carolyn advised on 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.

Acquisition by Anthem, Inc., 2005

Carolyn represented Wellpoint, Inc., the nation's leading health benefits company, in its acquisition of Lumenos, Inc.

Acquisition by major Mexican paint manufacturer, 2004

Carolyn represented Consorcio Comex S.A. de C.V., Mexico's largest paint manufacturer, in its acquisition of Professional Paint, Inc., a leading manufacturer and distributor of architectural paints and coatings, from New York private equity boutique, Jordan Co. L.P.

US$1.6 billion sale of private equity portfolio, 2003

Carolyn represented Deutsche Bank AG on its US$1.6 billion sale of its late-stage private equity portfolio in a management sponsored buyout led by MidOcean Capital Partners. This was among the largest and most complex secondary buyouts ever completed.

Speaking Engagements

"Drafting Joint Venture Agreements", April 2014: New York County Lawyers’ Association, Panelist

"The Next Wave: Private Equity Funds in International Franchising", May 2012: 27th Annual IBA/IFA Joint Conference, Panelist

"M&A Dealmaking in Latin America", September 2011: Mergermarket, Panelist

Publications

  • Private equity in international franchising, International Journal of Franchising Law, Volume 11, Issue 1, 2013, (co-authored with James J. Goodman, Andrew P. Loewinger, Gilles Menguy and Ted P. Pearce)

Awards & Recognition

Leading Individual, Euromoney's Banking Finance and Transactional Expert Guide, 2015

M&A and Private Equity in the United States

Shortlisted as "Best in Private Equity" in the United States, Euromoney's Americas Women in Business Law Awards, 2015

Recommended for Private Equity in the United States, Legal 500 USA, 2015

Leading Lawyer, Euromoney's Expert Guide to Women in Business Law, 2013 and 2014

M&A and Private Equity in the United States

Listed as "Rising Star" for M&A by SuperLawyers, Metro Edition, 2012

Named to "40 Under 40" list of outstanding lawyers , The M&A Advisor, 2011