Maria E. Carnicella - Sherrard, German & Kelly, P.C.

Ms. Carnicella is Senior Counsel and a member of the firm’s Corporate Services practice group.

Ms. Carnicella represents clients in mergers and acquisitions, public and private offerings of debt and equity securities, and corporate and REIT governance (including special committee issues and shareholder dispute matters). She has experience counseling the boards, equity holders and executives of public and privately owned/managed operating companies, startups, private equity and venture funds, family offices and independent sponsors in a wide variety of M&A, venture capital, and capital markets transactions.

She is experienced representing clients in stock and asset sale (both buy- and sell- side), mergers, spin-off, take-private, restructuring, recapitalization, redemption, conversions and joint venture transactions. Her practice includes counseling clients on deal structuring, evaluation, process planning, document drafting and negotiation, the management of multi-disciplinary legal and advisor teams – all with the aim of effectively managing transactions to outcomes that serve client’s business and relationship objectives. Maria has served as both co-counsel on cross-border transactions and as local (US) counsel to multi-national enterprises engaging in international M&A transactions. Maria assists clients navigating the regulations and rules impacting both private enterprises and companies with public trading presence entering into cross-border M&A transactions. Her practice is industry agnostic but frequently represents clients in the health sciences, high-tech, energy and cannabis sectors.

Ms. Carnicella has represented clients in capital raise and liquidity event transactions spanning the corporate lifecycle and routinely negotiates and drafts documentation for SAFEs, venture/series financings, convertible notes, and warrants and is accustomed to both bespoke and NVCA- styled deals. She counsels private equity funds and their platform companies in acquisitions, dispositions, and bolt-on transactions and has experience navigating the attendant governance and timing considerations critical to funds and their LPs. Maria has assisted funds at each juncture of their life cycle, including formation and fundraising, equity transactions, leveraged buyouts and going-private transactions. She is experienced serving as counsel to lead investors and co-investors alike and understands the dynamics of venture-backed company fundraising and assists clients with drafting and negotiating voting agreements, subscription documents, private placement documents and other investment documents.

In addition to her transactional work, Ms. Carnicella advises private companies providing day-to-day counseling, corporate governance and regulatory advice. She has often served as “outside GC” and in this capacity, often provides advice on formation, operations and governance of corporations, limited liability companies, partnerships and tiered organizations.

Representative Services

Mergers and Acquisitions
Corporate Governance
Corporate Formation
Private Equity
Venture Finance
Capital Markets

Education

J.D., The Pennsylvania State University Dickinson School of Law, 2014
- Woolsack Honors Society
- Law Review – Senior Editor
- Federalist Society – Chapter Founder and Co-Chair
B.S., Biomolecular Science, Science and Technology Studies New York University, 2008

Selected Engagements

Represented founders in $60M sale of technology company to private equity fund via stock sale of target by founders for cash, equity-roll, and earnout.
Represented founder in $20M stake in $100M buyout of logistics enterprise.
Represented Canadian PE fund in bolt-on acquisition of $30M EV heavy equipment dealer.
Represented publicly traded cannabis enterprise in the negotiation and signing of a $2B merger Arrangement Agreement with another public cannabis company.
Represented private fitness technology company in $200M stock sale.
Represented private equity firm in purchase of the assets of a highly regulated data mining and compliance monitoring service provider.
Represented a private equity firm in the $100M purchase of dozens of funeral homes related cemetery business transitions.
Served as US counsel to publicly traded Australian Stock Exchange-traded enterprise in its purchase of a Swiss conglomerate of financial services enterprises.
Represented US purchaser of financial market media enterprise for consideration involving cash and the issuance of restricted securities of a company publicly traded on the Stockholm Stock Exchange.
Represented a private equity-backed heavy equipment manufacturer in (i) the Rule 144A and Regulation S exempt offering and sale of Senior Secured Notes for aggregate gross proceeds of $375M and (ii) a concurrent Tender Offer and Consent Solicitation for its outstanding $330M principal due on other outstanding Secured Notes.
Represented energy-tech company in preparation and filing its initial, $100M confidential S-1 statement.
Represented producer of LNG and other energy products and services in preparation of $1B anticipated initial public offering by preparation and filing of confidential S-1 statement.
Represented AI technology company in several shelf takedown rounds.
Represented Sales Agent in connection with $33.87M at-the-market offering.
Represented a leading boiler room solutions provider, in connection with a $375M 144A senior secured note offering and tender offer and consent solicitation for outstanding senior secured 144A notes.


Contact Info Maria.Carnicella@sgkpc.com Phone: 412-258-6703 Fax: 412-261-6221 LinkedIn vCard Download PDF Practice Groups Corporate Services Bar Admission Commonwealth of Pennsylvania All Attorneys Maria E. Carnicella Senior Counsel Ms. Carnicella is Senior Counsel and a member of the firm’s Corporate Services practice group. Ms. Carnicella represents clients in mergers and acquisitions, public and private offerings of debt and equity securities, and corporate and REIT governance (including special committee issues and shareholder dispute matters). She has experience counseling the boards, equity holders and executives of public and privately owned/managed operating companies, startups, private equity and venture funds, family offices and independent sponsors in a wide variety of M&A, venture capital, and capital markets transactions. She is experienced representing clients in stock and asset sale (both buy- and sell- side), mergers, spin-off, take-private, restructuring, recapitalization, redemption, conversions and joint venture transactions. Her practice includes counseling clients on deal structuring, evaluation, process planning, document drafting and negotiation, the management of multi-disciplinary legal and advisor teams – all with the aim of effectively managing transactions to outcomes that serve client’s business and relationship objectives. Maria has served as both co-counsel on cross-border transactions and as local (US) counsel to multi-national enterprises engaging in international M&A transactions. Maria assists clients navigating the regulations and rules impacting both private enterprises and companies with public trading presence entering into cross-border M&A transactions. Her practice is industry agnostic but frequently represents clients in the health sciences, high-tech, energy and cannabis sectors. Ms. Carnicella has represented clients in capital raise and liquidity event transactions spanning the corporate lifecycle and routinely negotiates and drafts documentation for SAFEs, venture/series financings, convertible notes, and warrants and is accustomed to both bespoke and NVCA- styled deals. She counsels private equity funds and their platform companies in acquisitions, dispositions, and bolt-on transactions and has experience navigating the attendant governance and timing considerations critical to funds and their LPs. Maria has assisted funds at each juncture of their life cycle, including formation and fundraising, equity transactions, leveraged buyouts and going-private transactions. She is experienced serving as counsel to lead investors and co-investors alike and understands the dynamics of venture-backed company fundraising and assists clients with drafting and negotiating voting agreements, subscription documents, private placement documents and other investment documents. In addition to her transactional work, Ms. Carnicella advises private companies providing day-to-day counseling, corporate governance and regulatory advice. She has often served as “outside GC” and in this capacity, often provides advice on formation, operations and governance of corporations, limited liability companies, partnerships and tiered organizations. Representative Services Mergers and Acquisitions Corporate Governance Corporate Formation Private Equity Venture Finance Capital Markets Education J.D., The Pennsylvania State University Dickinson School of Law, 2014 Woolsack Honors Society Law Review – Senior Editor Federalist Society – Chapter Founder and Co-Chair B.S., Biomolecular Science, Science and Technology Studies New York University, 2008 Selected Engagements Represented founders in $60M sale of technology company to private equity fund via stock sale of target by founders for cash, equity-roll, and earnout. Represented founder in $20M stake in $100M buyout of logistics enterprise. Represented Canadian PE fund in bolt-on acquisition of $30M EV heavy equipment dealer. Represented publicly traded cannabis enterprise in the negotiation and signing of a $2B merger Arrangement Agreement with another public cannabis company. Represented private fitness technology company in $200M stock sale. Represented private equity firm in purchase of the assets of a highly regulated data mining and compliance monitoring service provider. Represented a private equity firm in the $100M purchase of dozens of funeral homes related cemetery business transitions. Served as US counsel to publicly traded Australian Stock Exchange-traded enterprise in its purchase of a Swiss conglomerate of financial services enterprises. Represented US purchaser of financial market media enterprise for consideration involving cash and the issuance of restricted securities of a company publicly traded on the Stockholm Stock Exchange. Represented a private equity-backed heavy equipment manufacturer in (i) the Rule 144A and Regulation S exempt offering and sale of Senior Secured Notes for aggregate gross proceeds of $375M and (ii) a concurrent Tender Offer and Consent Solicitation for its outstanding $330M principal due on other outstanding Secured Notes. Represented energy-tech company in preparation and filing its initial, $100M confidential S-1 statement. Represented producer of LNG and other energy products and services in preparation of $1B anticipated initial public offering by preparation and filing of confidential S-1 statement. Represented AI technology company in several shelf takedown rounds. Represented Sales Agent in connection with $33.87M at-the-market offering. Represented a leading boiler room solutions provider, in connection with a $375M 144A senior secured note offering and tender offer and consent solicitation for outstanding senior secured 144A notes. Sherrard, German & Kelly, P.C. 535 Smithfield Street, Ste. 300 Pittsburgh, PA 15222 USA Phone: 412-355-0200 Fax: 412-261-6221 Email and Employment Opportunities: sgk@sgkpc.com