Carlo Bronzini Vender

Mr. Bronzini Vender is a Partner and Co-Founder of CapM, an independent mergers and acquisitions financial advisory firm in New York.  He has over 25 years of experience advising clients on domestic US and cross-border mergers and acquisitions, totaling over $30 billion.  These deals have been in a wide range of industries, including consumer products, retail, e-commerce, luxury goods, software, technology, media and healthcare.  Mr. Bronzini Vender started his transaction advisory career at Wolfensohn & Co., a financial advisory firm founded by former World Bank President Jim Wolfensohn and former Federal Reserve Chairman Paul Volcker. He has also held leadership positions at Deutsche Bank and Sonenshine Partners.  Mr. Bronzini Vender has been retained as a consulting and testifying expert on a number of cases involving analyzing investment decisions by private equity firms, assessing the appropriateness of due diligence performed in acquisitions, assessing post-closing contractual disputes arising from M&A transactions, and assessing the feasibility of renegotiating debt covenants.

You began your career in mergers and acquisitions working for Jim Wolfensohn and Paul Volker, two legends in the financial community.  What impact has this experience had on you?

It was truly an honor to learn from both of those individuals. Their dedication to their clients, combined with their high degree of industry focus and knowledge, allowed them to deliver outstanding results.  A large portion of our work at Wolfensohn & Co. was related to transactions for long-term repeat clients of the firm in industries undergoing significant strategic change.  While these industries always present a unique set of challenges, it is also very rewarding to see the impact that those transactions have had on long-term value creation for our clients. 

What are your areas of focus in M&A?

For most of my career, I have worked for independent advisory firms, enabling me to avoid conflicts of interest inherently associated with the range of services provided by full-service investment banks.  Over the years, I have developed significant expertise in the area of valuation and post-acquisition disputes related to these valuations. I have also worked on a number of transactions involving partnerships, joint ventures and minority investments.  I have helped my clients negotiate these deals, including negotiating with existing and new lenders regarding the financing of transactions through both traditional bank financing, as well as alternative financing sources, such as Business Development Companies and mezzanine providers. I am very familiar with the due diligence requirements, representations and warranties, obligations and rights of partners, contingent compensation, and rights of first refusal in M&A deals. 

Are there any deals that you have worked on that you are particularly proud of?

That’s a tough question! There have been so many deals, and all of them are unique.  I think two that stand out are Lavazza’s strategic alliance with Green Mountain Coffee Roasters (the maker of the Keurig machines), and the sale of 1-800 CONTACTS to Anthem.  While neither of these are the largest deals I have worked on, they both contributed to redefining the landscape of the industry in which each company operated.

What kinds of litigation cases do you enjoy working on?

I have been fortunate to have worked on a number of cases, all of which have been extremely interesting and rewarding.  I have found that clients benefit most when I can draw upon my real-world experience stemming from negotiating and structuring M&A transactions.  For example, in one recent engagement, I was asked to opine on the feasibility of obtaining covenant waivers for a potential debt covenant violation arising from a proposed settlement in a large class action litigation.  The company in question had a complex capital structure, including term loans and private placement notes that had cross default provisions.  The expert for the opposing party had performed a superficial analysis, mainly relying on accounting ratios.  Not only was I able to demonstrate that his analysis was incomplete and not what the lenders would have undertaken, but having participated in such negotiations before, I was able to draw distinctions between obtaining waivers from different types of lenders (i.e. the syndicate banks, compared to private placement note holders), ultimately resulting in the parties agreeing to a settlement more than 70% lower than the amount the plaintiffs initially sought.

Similarly, I have worked on disputes over the adequacy of due diligence performed by private equity firms in making the investments, as well as cases involving breaches of representations and warranties in M&A transactions. 

You were a Teaching Fellow in the Economics Department of Harvard University where you taught Financial Accounting, Microeconomics and Macroeconomics to undergraduate students.  Has this experience helped you in your consulting assignments?

Absolutely. Teaching requires you to communicate complex concepts in a manner that allows students to understand and, hopefully, build upon them. It is always a challenge to keep students engaged.  I have found that testifying presents similar challenges.  The issues involved are often complex, but you have to ensure that all parties understand their subtleties.  Teaching definitely helped me hone my skills in this respect.