Ralph A. Caruso

Ralph is chair of the firm’s national Business practice group and a transactional lawyer who has substantial experience advising private equity sponsors and strategic investors in connection with complex domestic and cross-border merger, acquisition, and divestiture transactions. For more than 25 years, Ralph has represented leading private equity sponsors and well-known domestic and multi-national companies in some of their most sensitive and important transactions. He also regularly represents management teams in connection with change of control transactions and investment banks in connection with their sell-side and buy-side engagements.

Ralph’s work in these areas has led to him being recognized in the following publications:

• Chambers USA: America’s Leading Lawyers for Business (in which he is ranked in the firm’s “Band 1” Corporate and Mergers and Acquisitions practices and described as being “very smart and unbelievably responsive”);
• IFLR 1000 (in which he is considered “Highly Regarded” in the area of Mergers and Acquisitions within the firm’s “Tier 1” Finance and Corporate practices);
• Best Lawyers in America® (in which he is ranked for the areas of Commercial Transactions / UCC Law, Corporate Law, and Mergers and Acquisitions); and
• Super Lawyers® (in which he is “Top Rated” in the area of Mergers and Acquisitions in Indiana).

Ralph is a 1991 magna cum laude graduate of Le Moyne College, where he earned a Bachelor of Science with a major in business administration, a minor in economics and concentration in finance. He completed his studies at the University of Notre Dame Law School in 1994, where he earned his Juris Doctorate.

2024 Representative Transactions:

• Counsel to private equity fund portfolio company in connection with the acquisition of a managed connectivity provider in the Netherlands.
• Counsel to domestic software development company in connection with sale to strategic acquiror.
• Counsel to private equity fund portfolio company in connection with follow-on acquisition of a branded consumer foods manufacturer.
• Counsel to private equity sponsor in platform acquisition of a business engaged in the operation of chiropractic clinics and wellness centers.
• Counsel to private equity sponsor portfolio company in connection with follow-on acquisition of a leading cabinet door manufacturer.
• Counsel to private equity sponsor portfolio company in connection with follow-on investment of roofing-related construction services.
• Counsel to private equity fund portfolio company in follow-on acquisition of a leading provider of IOT services in Latin America.

2023 Representative Transactions:

• Counsel to private equity sponsor portfolio company in connection with follow-on acquisition of a leading aluminum mold making company.
• Counsel to private equity sponsor in platform acquisition of a leading provider of tooling and injection molding services.
• Counsel to seller of hydraulic repair and remanufacturing business to private equity-backed portfolio company.
• Counsel to private equity sponsor in platform acquisition of a manufacturer of precision lawn and garden products.
• Counsel to private equity sponsor portfolio company in connection with follow-on acquisition of a full service professional investigation and information services firm.
• Counsel to private equity sponsor portfolio company in connection with follow-on acquisition of a leading medical billing company.

2022 Representative Transactions:

• Special counsel to Duke Realty Corporation (NYSE: DKR) in connection with its $23 billion acquisition by Prologis, Inc. (NYSE: PLD).
• Counsel to private equity funds in connection with platform acquisition of a leading IT Managed Service Provider (MSP) franchisor and add-on acquisition of its largest franchisee.
• Counsel to private equity funds in connection with platform acquisition of a Canadian e-learning company.
• Counsel to private equity fund portfolio company in connection with follow-on acquisition of leadership development and training business.
• Counsel to private equity funds in connection with the divestiture of a Canadian portfolio company engaged in the business of providing cloud-based software for telematics applications.
• Counsel to private equity sponsor portfolio company in connection with follow-on acquisition of a leading risk management, investigative, and security business.
• Counsel to private equity funds in connection with platform acquisition of domestic specialty food distributor.
• Counsel to private equity sponsor in connection with the divestiture of a portfolio company engaged in the business of providing medical equipment, including beds, oxygen systems, wheelchairs, bath safety products, and other related devices.
• Counsel to leading provider of sales and marketing services in connection with private equity sponsored recapitalization.
• Counsel to private equity fund portfolio company in connection with a follow-on acquisition of a leading provider of information technology and cybersecurity services to the defense and intelligence communities.
• Counsel to private equity sponsor portfolio company in connection with follow-on acquisition of a full-service private investigations company.
• Counsel to private equity fund portfolio company in connection with follow-on acquisition of a company engaged in the business of providing personal protective equipment.
• Counsel to private equity funds in connection with equity investment in a leading provider of AI-driven data intelligence solutions for corporate leaders in sales and human resources.
• Counsel to private equity funds in connection with platform acquisition of a cloud-based analytics and compliance software provider.
• Counsel to private equity sponsor portfolio company in connection with follow-on acquisition of a company engaged in the provision of intraoperative neuromonitoring services for spinal, cranial, and other surgical procedures.

2021 Representative Transactions:

• Counsel to a renewable energy company in raising $500 million of private structured capital.
• Counsel to private equity fund in connection with platform acquisition of a cloud-based analytics and compliance software company.
• Counsel to private equity sponsor portfolio company in connection with follow-on acquisition of a company engaged in the business of providing durable and home health equipment to hospice and home health providers.
• Counsel to private equity sponsor in connection with platform acquisition of a domestic manufacturer of specialty interior building products and components.
• Counsel to private equity fund in connection with divestiture of a portfolio company engaged in the business of manufacturing and distributing air filters and related products for home HVAC systems.
• Counsel to private equity funds in connection with the divestiture of a Canadian portfolio company engaged in the business of distributing specialty produce.
• Counsel to leading national healthcare technology company in private equity-led capital raise and recapitalization.
• Counsel to private equity sponsor portfolio company in connection with a follow-on acquisition of a company engaged in intraoperative neuromonitoring and neurological diagnosis services.
• Counsel to private equity fund portfolio company in connection with follow-on investment of a Canadian company engaged in translation services for businesses, governments, museums, financial institutions, and others.
• Counsel to private equity fund portfolio company engaged in telematics in connection with a $400 million sale to U.S. public company.
• Counsel to private equity fund in connection with platform acquisition of a provider of secure and customized communications technologies.
• Counsel to private equity sponsor portfolio company in connection with a follow-on investment of a medical equipment supplier.

2020 Representative Transactions:

• Counsel to private equity fund portfolio company in connection with a follow-on acquisition of a company engaged in the manufacturing of personal protective equipment (PPE).
• Counsel to private equity sponsor in connection with platform acquisition of a provider of Intraoperative Neurophysiological Monitoring services.
• Counsel to public company of divestiture of business unit to public company acquirer.
• Counsel to private equity sponsor in connection with platform acquisition of a commercial and residential roofing installation and repair company.
• Counsel to private equity fund portfolio company in connection with a follow-on investment of a Canadian distributor of certified organic fruits and vegetables.
• Counsel to private equity fund in connection with platform acquisition of a provider of personal protective equipment (PPE) for the healthcare industry.
• Counsel to private equity fund portfolio company in connection with a follow-on investment of a company engaged in the business of developing artificial intelligence technology.

2019 Representative Transactions:

• Counsel to private equity fund in connection with platform acquisition of a Canadian specialty translation business.
• Counsel to private equity fund in connection with platform acquisition of a provider of software and consulting solutions to regional banks, community banks and credit unions.
• Counsel to private equity fund in connection with the divestiture of a portfolio company engaged in the business of loss prevention and retail analytics.
• Counsel to private equity fund portfolio company in connection with a follow-on investment of a Canadian wholesale distributor of produce and other food products.
• Counsel to private equity fund portfolio company in connection with a follow-on investment of a Canadian company engaged in the distribution of specialty produce.
• Counsel to private equity fund portfolio company in connection with a follow-on investment of a Lithuanian company that provides fleet management solutions, including hardware and software suites for light vehicles, trucks, heavy machinery and agricultural equipment.
• Counsel to private equity sponsor in connection with a platform acquisition of a leading provider of durable medical equipment for use in hospice care.
• Counsel to private equity sponsor in connection with a platform acquisition of a leading provider of private investigation services to the insurance industry.
• Counsel to leading clinic-based autism therapy business, and its management team, in private equity-backed divestiture.?

2018 Representative Transactions:

• Counsel to seller in divestiture of global solar energy development company in private equity-backed recapitalization.
• Counsel to private equity fund portfolio company in connection with a follow-on investment of a software development business that provides software and services for grants management and disaster recovery programs.
• Counsel to leading online provider of business formation and related services in sale to strategic acquirer in the U.S.
• Counsel to U.K. company in connection with the sale of a U.S. subsidiary engaged in the business of supplying plumbing, lighting and building products to the manufactured housing, RV and industrial sectors.
• Counsel to private equity funds in connection with a platform acquisition of a Canadian company engaged in the business of importing, packaging, selling and distributing a wide range of produce throughout Canada.
• Counsel to private equity sponsor in connection with a platform acquisition of a Canadian company which provides services for tracking, monitoring, protecting and controlling remote assets and workers.
• Counsel to private equity sponsor in connection with platform acquisition of a designer and manufacturer of branded, patented, and rugged protective cases for mobile phones, laptops, and tablets.
• Counsel to private equity funds in connection with the divestiture of a portfolio company engaged in the business of providing engineered de-sanding solutions to high pressure oil and gas wells.
• Counsel to private equity fund portfolio company in connection with a follow-on investment of a software development company focused on emergency grants management.
• Counsel to private equity funds in connection with the divestiture of a portfolio company engaged in the business of providing mobile air and water treatment solutions customized to meet the compliance of specific environmental issues.?
• Counsel to private equity funds in connection with a platform acquisition of a manufacturer and distributor of bath, skin, home, and cleaning products.?
• Counsel to private equity sponsor in connection with a platform acquisition of a provider of merchandising solutions for the beverage industry.