Ralph A. Caruso

Practice Group Chair / Partner Indianapolis

Summary

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.

Awards

All Service Areas

Education

  • University of Notre Dame Law School (1994)
  • LeMoyne College (1991)

Admissions

  • Federal - Northern District of Indiana
  • State - Indiana

Notable Matters

2021 Representative Transactions:

  • 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.

 2017 Representative Transactions:

  • Counsel to leading clinic-based autism therapy business in connection with private equity-led recapitalization.
  • Counsel to leading healthcare technology company in private equity-led recapitalization.
  • Counsel to private equity funds in connection with a platform acquisition of a top manufacturer and distributor of retail air filters and related products for home HVAC systems.
  • Counsel to private equity funds in connection with their divestiture of a Canadian portfolio company engaged in the manufacturing and sale of geotechnical measurement instruments.
  • Counsel to private equity funds in connection with a platform acquisition of a leading distributor of contact lenses, optical products and pet medication products.
  • Counsel to private equity fund portfolio company in connection with a follow-on acquisition of a manufacturer of thermal oxidizers.
  • Counsel to private equity fund portfolio company in connection with a follow-on acquisition of a German distributor of cart containment and loss prevention solutions.
  • Counsel to private equity fund portfolio company in connection with a follow-on acquisition of a leading provider of branded calorie-free foods.
  • Counsel to private equity fund portfolio company in connection with a follow-on acquisition of a degassing and vapor control business.
  • Counsel to private equity fund portfolio company in connection with a follow-on investment of a loss prevention and retail analytics business.
  • Counsel to seller in private equity-led follow-on acquisition of a leading manufacturer of rigid blow-molded plastic containers.
  • Counsel to private equity funds in connection with their divestiture of a portfolio company engaged in the business of providing dental insurance.
  • Counsel to private equity funds in connection with a platform acquisition of a specialty software development company.

2016 Representative Transactions:

  • Counsel to private equity funds in connection with their divestiture of a portfolio company engaged in the manufacturing and sale of steel and metal parts for the railroad industry.
  • Counsel to private equity funds in connection with a platform acquisition of a leading provider of wireless telematics modules for tracking, monitoring and protecting remote assets.
  • Counsel to private equity funds in connection with a platform acquisition of a leading provider of intelligent cart solutions to minimize merchandise loss.
  • Counsel to private equity funds in connection with their divestiture of a portfolio company engaged in the design, assembly and sale of loss prevention solutions for mobile product retailers and consumer electronics manufacturers.
  • Counsel to private equity fund portfolio company in connection with a follow-on acquisition of a degassing and vapor control business.
  • Counsel to private equity funds in connection with a platform acquisition of a leading provider of branded consumer foods.
  • Counsel to leading healthcare technology company in acquisition of multinational developer of software solutions.
  • Counsel to strategic acquirer in roll-up of automotive-related businesses.