Oreste Cipolla

Oreste Cipolla is a partner in Goodwin’s Private Equity group and Private Investment Funds practice. On the investment side, Oreste represents private equity and venture capital sponsors, as well as multinational companies in a wide range of US and cross-border transactions, spanning from leveraged buyouts, exits, and joint ventures, to growth equity investments, and other structured equity and debt financings. On the funds side, Oreste advises on the formation and operation of private equity and venture capital funds, secondaries, including GP-stakes and other co-investment strategies. 

Oreste advises clients in various industries, including technology, health care, digital infrastructure, crypto, for-profit education, gaming, and food and healthy living.

Oreste is a co-leader of Goodwin’s Secondaries Practice, a practice bringing together an international team of lawyers with extensive experience in domestic and global cross-border secondaries transactions. He is also a member of the firm’s Impact and Responsible Investing practice and Food and Healthy Living Practice.

Oreste’s recent representative experience includes:

M&A Transactions:

• Level Equity, a premier New York-based private and growth equity firm, in a number of buyouts, joint ventures and exits, including in its:
  • Acquisition of ActiveComply, the leading digital communication compliance management platform for Independent Mortgage Banks, Banks, Credit Unions, and Insurers
  • Acquisition of CyberFOX, a global cybersecurity solutions provider focused on privileged access management (PAM) and password management for managed service providers (MSPs) and IT Pros
  • Acquisition of EFTsure, a global B2B payment fraud prevention platform that secures vendor onboarding and outgoing payments through automated, continuous controls
  • In partnership with Pamlico Capital, acquisition of EHS Insight, a provider of software solutions for enterprise risk and environmental, health and safety management, including EHS Insight, the industry-leading EHS and ESG compliance and audit software solution incident
  • Acquisition of Extended Care Professional, a leading provider of web-based software suite for assisted living communities, long-term care communities, and pharmacies, offering integrated assessments, point-of-care charting, alerts and reminders, state-mandated reports, marketing, and billing
  • Combined acquisition of Healthy Roster, a mobile application EMR platform for athletic trainers and sport medicine teams, and Sway Medical, an FDA-cleared mobile application for concussion and balance testing
  • Acquisitions and combination of Invafresh and Upshop to create the first total store operations platform synchronizing Fresh, Center, eCommerce, and DSD solutions to make retail operations simplified, smart, and more connected
  • Acquisition of Osprey Flight Solutions, he global leader in aviation risk intelligence and risk management software with the first predictive aviation risk management platform that uses AI, proprietary technology, and expert intelligence to help airlines, insurers, and governments anticipate risks 
  • Acquisition of Planet DDS, a leading provider of cloud-based dental practice management and client acquisition software, and subsequent partial exit via a joint venture with Aquiline Partners
  • Acquisition of PSTrax, the leading operations and asset management platform built for fire and EMS agencies
  • Acquisition of TeamDynamix, and subsequent partial exit via a joint venture with K1 Investment Management
• Macquarie Capital (USA), a division of the Buyout, Growth and Technology group within the Macquarie Capital Principal Finance group, in numerous transactions, including its:
  • Participation in the leveraged buyout of Penn Foster, a provider of skills development and digital credentialing solutions
  • In partnership with Oaktree Capital, acquisition of a controlling equity interest in J&J Ventures Gaming, a gaming company that distributes and operates gaming devices (such as slot machines, etc.) with operations in Illinois, Montana, Nevada, Nebraska and Pennsylvania
• Primus Capital, a premier Cleveland-based private equity firm with a focus on business that operate primarily in the healthcare industry. Key representations included:
  • Sale of AOD Software, a provider of healthcare software solutions to continuing care retirement communities and other long-term care facilities, to MatrixCare
  • Sale of Vendormate, a provider of vendor relationship management solutions for healthcare providers, to Global Healthcare Exchange
• York Capital in a number of auctions, leveraged buyouts and dispositions of US companies with a focus on food and beverage, lifestyle and healthy living sectors, including its:
  • Leveraged buyout of Houlihan’s Restaurants, an American causal restaurant and bar chain with locations throughout the country, the majority of which are franchised to independent third parties
  • Leveraged buyouts of a number of Planet Fitness franchisees (with significant rollover by management)
• Stone Canyon Industries, a global industrial holding company, in a number of leveraged buyouts and dispositions of companies operating in various industries, including:
  • Leveraged buyout and subsequent sale of Fleishman’s Vinegar Company, the world’s largest manufacturer and marketer of food-grade industrial vinegar
  • Leveraged buyout and subsequent sale of Industrial Color Brands, a leading provider of enterprise marketing solutions and former studio division of eBay

GP-Led Secondary and Continuation Fund Transactions

• Pitango Venture Capital, a venture capital firm based in Israel that invests across digital health, health IT and medical technologies, as well as diagnostics, biopharma, food technologies and agricultural technologies, on multiple GP-led secondaries, in a GP-led secondary involving the creation of two continuation funds and transfer to the same of a 21.6% strip of certain portfolio company interests
• Emerge Ventures, a Brazilian venture capital firm, in a US-focused GP-led restructuring transaction providing liquidity to its limited partners and capital for future follow-on transactions
• Giza VC, a leading Israeli venture capital firm, in a multi-jurisdiction GP-led restructuring transaction
• Ridge Ventures, a San Francisco-based early-stage venture capital firm, in a GP-led secondary transaction

Growth Equity Investments

• Level Equity in multiple growth equity investments, including in its:
  • Multiple rounds of preferred equity investments in Accelo, a SaaS-based workflow automation platform for CRM, project management, invoicing, and contract/retainer management
  • Equity investment in Cheqroom, a Belgium-based equipment tracking and management software provider, with a focus on high-value, audiovisual equipment
  • Multiple rounds of preferred equity investments in Leonardo247, a leading multifamily property operations and maintenance platform, dedicated to delivering operational efficiency at scale 
  • Multiple rounds of preferred equity investments in Movista, a SaaS-based labor and workforce management solution for retailers, manufacturers, and service providers
  • Multiple rounds of preferred equity investments in Pure PM, the fastest growing profitable residential property management and technology company in the US
  • Multiple rounds of preferred equity investments in Vacasa, an on-line provider of vacation rental management services in North America, with subsequent listing via merger with a SPAC, and final take-private by Casago, a premier vacation rental management company, overseeing nearly 5,000 properties across 72 cities in the United States, Mexico, Costa Rica, and the Caribbean
• Macquarie Capital in several preferred investments and other structured finance transactions, including its: 
  • Preferred equity investment in Credit Karma (pre-Intuit combination), a mission-driven global company focused on championing financial progress for members worldwide
  • $400 million preferred equity investment in Laureate Education (pre-IPO), the world’s largest network of degree-granting higher education institutions, and follow-on assistance in connection with Laureate’s IPO
  • Preferred equity investment in Prime Data Centers, a global provider of hyperscale and wholesale data center
  • Preferred equity investment in Unitek Learning, the parent company for five distinguished learning institutions in the areas of healthcare, nursing, and emergency medical services
• Danone Ventures, the venture capital arm of Danone S.A., a leading global food and beverage company, in several equity and debt minority investments, including its: 
  • Preferred equity investment in Farmers Fridge, a Chicago-based company that operates food vending machines (known as “fridges”) which dispense fresh, handmade meals like salads, wraps and snacks
  • Preferred equity investment in Forager Project, a family-owned, organic, dairy-free creamery building better dairy with plants
  • Preferred equity investment in Hungry Harvest, a farm-fresh produce and grocery delivery company
  • Preferred equity investment in Harmless Harvest, a progressive food & beverage initiative set to demonstrate that ecosystem-based businesses can outcompete the conventional model
  • Preferred equity investment in Laird Superfood, a leading creator of award-winning, plant-based superfood products that are clean, delicious, and functional
• 9Yards Capital, a venture capital firm based in New York that invests in growth-stage companies operating in foundational industries (including software, cyber/defense, fintech/insurtech, and supply chain tech), in numerous minority equity investments, including its:
  • Preferred equity investment in Dexx Technologies, is a fintech master-vendor for large organizations so that they can make purchases from one-time, irregular and low risk suppliers using existing P2P processes
  • Preferred equity investment in Brightwheel, the #1 childcare management software for ECE programs in the United States
  • Preferred equity investment in Candex, a global fintech master-vendor for large organizations so that they can make purchases from one-time, irregular and low risk suppliers using existing P2P processes
  • Preferred equity investment in Chainalysis, a provider of cryptocurrency investigation and compliance solutions to global law enforcement agencies, regulators, and businesses as they work together to fight illicit cryptocurrency activity
  • Preferred equity investment in EliseAI, a provider of AI-driven automation services that streamlie workflows and adapt to the unique needs of housing and healthcare operations
  • Series B Preferred Stock investment in Mudflap, the #1 fuel app for trucking

Oreste is a Lecturer-in-Law at Columbia University Law School, where he teaches a course focusing on mergers and acquisitions, private equity, and legal transactional strategies.