Vincent J. Cannizzaro, III

Vincent J. Cannizzaro, III, chairs the firm's Corporate/Mergers & Acquisitions practice. He is a seasoned corporate lawyer, focusing on mergers and acquisitions, corporate governance, alternative entity issues, and securities. Vincent represents public and private companies and private equity sponsors in complex US and cross-border transactions, including mergers, acquisitions, investments, dispositions, spinoffs, joint ventures, energy infrastructure projects, restructuring, bankruptcy and distressed M&A, and SPACs. Beyond discrete transactions, Vincent provides counsel to international and domestic clients in connection with their ongoing business and operations.  His commitment to collaboration, coupled with his meticulous attention to detail, establishes him as a trusted advisor to his clients.

Vincent has extensive experience advising on all areas of Delaware corporate and alternative entity law, including corporate governance and fiduciary duties. Vincent also advises in the structuring and formation of corporations, limited liability companies, and alternative entities for use in transactions, joint ventures, and other complex business arrangements.

Vincent has experience in a diverse range of sectors, including healthcare, energy and infrastructure projects, financial services, manufacturing, technology, entertainment, food, and biotech. He is well-versed in industry trends and attuned to the myriad issues facing his clients, both legal and non-legal. 

In recognition of his work in M&A, Vincent has been named to the list of Best Lawyers: Ones to Watch^® since 2021 and selected to The Legal 500’s M&A Private Practice Powerlist: USA since 2023.

Vincent is a faculty member for the Business & Financial Literacy Module at his alma mater, Villanova University School of Law, where he graduated first in his class and was Associate Editor of the Law Review.  

Prior to joining Morris James, Vincent was an M&A attorney with Skadden Arps for 10 years where, in addition to his busy Corporate/M&A practice, he served on the firm’s Global Latinx Steering Committee and maintained an active pro bono practice, including non-profit formations, immigration cases, family law, and innocence initiatives.

Professional Affiliations

Folk on the Delaware General Corporation Law, Editor (2018 - 2024)

Representations of Private Equity or Privately Held Companies

•  BioClinica, a global provider of clinical trial services and technology to contract research organizations, in several acquisitions and its $1.4B sale to Cinven
• The Blommer Chocolate Company in its sale to Fuji Oil
• JLL Partners, a leading private equity sponsor, in many transactions, including
  • Two add-on transactions for Secretariat Advisors, a specialty consulting firm
  • Add-on transactions for, and sale of Loar Group, a diversified manufacturer and supplier of aerospace and defense components
• Hg Pooled Management Limited, a UK based private equity sponsor
  • Sale of Mitratech to Ontario Teachers' Pension Plan Board (Canada), and on the terms of its continued minority investment in Mitratech
  • $545M sale of The Foundry Visionmongers Limited (United Kingdom) to Roper Technologies, Inc.
• Rhapsody, a portfolio company of Hg (United Kingdom), in its $166M acquisition of Corepoint Health
• Amulet Capital Partners in the acquisition of SynteractHCR, a general contract research organization serving the pharmaceutical industry
• Hanley Wood, LLC in its $375M sale of Hanley Wood Exhibitions, Inc. to Informa PLC (United Kingdom). Both Hanley Wood and Informa are media and business information companies

Representations of Public Companies

•  Sealed Air Corporation
  • $3.2 billion carve-out sale of its Diversey Care division and the food hygiene and cleaning business within its Food Care division to Bain Capital
  • Proposed, but terminated, tax-free spin-off of its Diversey Care division and the food hygiene and cleaning business within its Food Care division into a new company called New Diversey
• Builders FirstSource, Inc., a supplier of hardware and doors, windows, lumber and other structural building materials to homebuilders, in its $1.6B acquisition of ProBuild Holdings LLC from Devonshire Investors
• HealthSouth Corporation, an owner and operator of healthcare facilities
  • $750M acquisition of EHHI Holdings, Inc.
  • $730M acquisition of the operations of Reliant Hospital Partners, LLC
• Armstrong World Industries, Inc., in the tax-free spin-off of its flooring and ceiling businesses into two separate, publicly traded companies
• Darden Restaurants, Inc., in its spin-off of Four Corners Property Trust, Inc., a separately traded, public company that is treated as a REIT

Representations Involving Distressed M&A and Bankruptcy

• Millennium Health, LLC, in its emergence from its voluntary prepackaged Chapter 11 case, which resulted in the reduction of the company's debt by $1.1B and resolution of a US Department of Justice investigation that threatened its Medicaid/Medicare billing privileges
• Armstrong Flooring, Inc. and three affiliated debtors in their Chapter 11 reorganization in the US Bankruptcy Court for the District of Delaware, including its
  • $107M sale of its North American assets to AHF LLC and Gordon Brothers Commercial and Industrial LLC
  • $59M sale of its assets in China and Hong Kong to Giant Group (China)
  • $31M sale of its assets in Australia to Cowes Bay Global Pty Ltd. (Australia)

Representations of Renewable Energy Companies

• NextEra Energy Partners
  • $849M acquisition of a 50% stake in a 2,520 MW renewables portfolio and a related $824 million equity financing by Apollo Global Management, Inc.
  • Equity investments by funds managed by KKR, including in a transaction named Renewable Energy Deal of the Year at the 2020 Power Finance & Risk Awards
  • Equity investments by funds affiliated with BlackRock Global Energy & Power Infrastructure to finance a $1.28B acquisition of renewable energy projects
• NextEra Energy Resources, LLC
  • $849M sale of a 50% interest in a 2,520 MW renewables portfolio to an affiliate of the Ontario Teachers’ Pension Plan Board (Canada) and a related joint venture arrangement
  • Formation of a partnership with KKR’s third Global Infrastructure Investors Fund to own an interest in a portfolio of renewable energy projects
  • Corporate governance changes and restructuring transaction
• SolarReserve, LLC in connection with a $737M loan from the Federal Financing Bank to support the Crescent Dunes Solar Energy Project as well as construction, O&M arrangements, and the sale of a portion of the project to equity investors
• Energía Cinco Estrellas, S.A. de C.V. (Honduras) and Gauss Energía (Mexico) in the financing for the construction and development of the 50MWac/61MWp Aura II solar photovoltaic (PV) plant in the region of Choluteca, Honduras

Advised on Significant Questions of Corporate Law, Alternative Entity Law, Governance, and/or Securities, in Connection with the Following Transactions and Matters:

• Twenty-First Century Fox, Inc.’s spin-off of Fox Corp., owning certain news, sports and broadcast businesses, followed by the $71.3B acquisition of Twenty-First Century Fox by The Walt Disney Company
• Elon Musk’s $44B acquisition of Twitter, Inc.
• WeWork Companies Inc.’s $3B investment by SoftBank Group Corp. (Japan)
• CF Industries Holdings, Inc.’s strategic venture with CHS, Inc. As part of this transaction, CHS acquired a minority interest in CF Industries Nitrogen, LLC for $2.8B and entered into a supply agreement
• Fortress Transportation and Infrastructure Investors LLC’s, an affiliate of Fortress Investment Group LLC, $2.4B spin-off of its infrastructure business into an independent, publicly traded company called FTAI Infrastructure Inc.
• Scopely, Inc.’s $1B acquisition of GSN Games, Inc. from Game Show Network, LLC
• Realogy Holdings Corp. in the $1B Rule 144A/Regulation S high-yield offering of 5.250% senior notes due 2030 by its subsidiaries, Realogy Group LLC and Realogy Co-Issuer Corp.
• Hologic, Inc.’s $795M acquisition of Mobidiag Oy (Finland)
• Acrisure, LLC’s $725M Series B-2 funding round, valuing the company at $23 billion
• Acrisure, LLC’s acquisition of Volante Global (United Kingdom)
• Amherst Holdings LLC’s $652M sale of 4,262 single-family rental properties to Altisource Residential, L.P.
• Shopify Inc., including its
  • Sale of 6 River Systems, LLC to Ocado Group plc (United Kingdom)
  • Sale of Shopify Logistics, including Deliverr, Inc., to Flexport, Inc. As part of the transaction, Shopify will receive a 13% equity stake in Flexport
  • Digital asset, securities and litigation related matters
• Global Infrastructure Partners’ investment in a 1,029 MW natural gas-fired, combined cycle power generation facility to be located in Salem Township, Luzerne County, Pennsylvania
• OVO Sound (Canada), the independent music label owned by Drake, in its acquisition of Warner Music Group's 50% interest in the label
• Pinduoduo Inc. with the provision of SEC and Nasdaq compliance advice
• Arrow Global Group PLC (United Kingdom)’s various financings for its first pan-European NPL Fund, the Arrow Credit Opportunities Fund
• Squarespace, Inc.’s direct listing of Class A common stock on the New York Stock Exchange
• Ebix, Inc. and EbixCash Travels, Inc. in securing the Delaware Supreme Court affirmance of the dismissal of all claims concerning the failed stock-for-stock reverse triangular merger between EbixCash and plaintiff Yatra
• RF Capital Holdings LLC’s securing of a favorable judgment granted by the Delaware Court of Chancery rescinding a merger and restoring control of Bayer Properties Enterprises LLC to RF Capital Holdings
• Pan American Silver Corp. as selling shareholder in the $45M secondary offering of Maverix Metals Inc. common shares. Both companies are based in Canada
• ESSA Pharma Inc. (Canada)’s $21M acquisition of Realm Therapeutics PLC
• Hologic, Inc.’s $205M sale of its Cynosure medical aesthetics business to an affiliate of investment funds managed by Clayton, Dubilier & Rice

Community

NFL Youth Flag Football Coach

Youth Soccer Coach

Honors

Best Lawyers: Ones to Watch, 2021- Current

The Legal 500’s M&A Private Practice Powerlist: USA, (Year)

Academic Appointments

Faculty member for the Business & Financial Literacy Module, Villanova University School of Law.