Andrew Varner is co-head of the firm's Private Equity practice and represents both private equity funds and corporate clients in mergers, stock and asset purchases, divestitures, minority investments, carve-outs, leveraged buyouts, tender offers, and joint ventures.

He has worked in a variety of industries, including technology and healthcare, and has particularly deep experience in the aerospace, defense and government contracts industry.

Mr. Varner regularly handles cross-border transactions. He advises on corporate governance and securities disclosure issues and consults, together with others at the firm, on issues relating to foreign investment in the US, including CFIUS and FOCI mitigation.


  • Kongsberg Gruppen ASA (NO:KOG) in its sale of Hydroid, Inc., a leading supplier of small and autonomous underwater vessels, to Huntington Ingalls Industries (NYSE:HII) for $350 million.
  • Asahi Holdings, Inc. (T:5857) in its acquisition, pursuant to Chapter 11 of the United States Bankruptcy Code, of substantially all of the assets of Republic Metals Corporation and Republic Carbon Company LLC.
  • Capital One (NYSE: COF) in its acquisition of Wikibuy, a fintech company.
  • WorldStrides in its acquisition of educational travel brands Brightspark US, Brightspark Canada, World Class Vacations, Jumpstreet and Educatours from Travelopia.
  • Thruline Marketing, a portfolio company of Oaktree Capital Management, in its sale of certain education technology assets to EducationDynamics.
  • Koepon Holding BV in its combination with Cooperative Resources International, forming URUS (a global holding company with cooperative and private ownership).
  • Ultra Electronics Holdings plc (LSE:ULE) in its announced acquisition of Sparton Corporation (NYSE:SPA) for approximately $235 million. (terminated)
  • RLJ Equity Partners in the acquisition of Phase One Consulting Group, a provider of information technology consulting services to federal agencies, and Phase One and RLJ Equity Partners in the subsequent sale of Phase One to Accenture Federal Services, the US federal contracting subsidiary of Accenture plc.
  • Paradigm Precision Holdings, a precision aerospace components manufacturer and portfolio company of American Capital, in its sale to Dynamic Precision Holdings.
  • Pan Am International Flight Academy, a leading pilot training academy and portfolio company of American Capital, in its $139.5 million sale to ANA Holdings (T:9202).
  • American Capital and Service Experts, a national HVAC service and installation company, in the $341 million sale of Service Experts to Canada-based Enercare, named by Buyouts as "Turnaround Deal of the Year" for 2017.
  • KOSÉ Corporation (T:4922) in its $135 million acquisition of Tarte Cosmetics.
  • National hospital company in $1.125 billion acquisition of nonprofit hospital system.
  • Public sporting goods company in $360 million sale by tender offer to another public sporting goods company.
  • Revolution Living in various transactions relating to Zipcar (NASDAQ: ZIP), including, as largest shareholder, in sale of Zipcar to Avis Budget Group (NASDAQ: CAR) for approximately $500 million.
  • Fintech company in its $300 million sale to a global financial services company.
  • Avalon Laboratories in its $180 million sale to Nordson Corporation (NASDAQ: NDSN).
  • Private equity firm in its $370 million take-private of a lodging company.
  • Major industrial corporation in formation of $600 million joint venture with large Japanese industrial company.


Chambers USA
Corporate/M&A & Private Equity (DC) (2015-2020)
The Legal 500 US
M&A/Corporate and Commercial: M&A Middle-Market (sub-$500m) (2011, 2013-2014, 2016-2019)
M&A/Corporate and Commercial:Private Equity Buyouts (2018-2019)
M&A/Corporate and Commercial:Corporate Governance (2018)
Washington Business Journal
"Top Washington Lawyers" Young Guns (2007)


  • JD, University of Chicago Law School, 1997, with honors
  • Inter-University Center for Japanese Studies, 1995
  • BA, University of Michigan, 1993, with honors
  • District of Columbia
  • New York

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