Caroline B. Gottschalk is a Partner at Simpson Thacher & Bartlett LLP in the Firm’s Corporate Department, focusing on mergers and acquisitions and other corporate transactions. Caroline advises private equity funds, as well as public and private companies, in a wide range of corporate matters, including domestic and international mergers and acquisitions, leveraged buyouts, divestitures, investments in banks and other financial institutions, other strategic investments, spin-offs, joint ventures and special committee representations. Caroline regularly advises boards of directors with respect to corporate governance matters and fiduciary responsibilities.
Caroline recently represented Cetera Financial Group and Lightyear Capital in connection with RCS Capital Corporation’s acquisition of Cetera, the third largest independent broker dealer in the United States, for $1.15 billion; Exelis in connection with its announced plan to spin-off its military and government services business, currently called Exelis Mission Systems, into a new independent public company; and Leidos Holdings, Inc. in connection with the spin-off by Leidos of Science Applications International Corporation, its technical, engineering and enterprise information technology services business.
Other recent transactions include advising Lightyear Capital in its leveraged acquisition of Alegeus Technologies, the healthcare benefits and payment processing business of FIS, and its investments in Community & Southern Holdings, Cascade Bank and SGB Bank; GSI Holdings Corp. and Centerbridge Partners in the $940 million sale of GSI to AGCO Corporation; BakerCorp and Lightyear Capital in the $960 million sale of BakerCorp to Permira Advisers; Consolidated Container Holdings and Vestar Capital Partners in the sale of CCH to Bain Capital; Centerbridge Partners in its controlling investment in Remedi RX, a pharmacy benefits management company, and its leveraged acquisition of American Renal Holdings, a national provider of kidney dialysis services; and ITT Corporation in its spin-off of Exelis Inc., its Defense and Information Solutions business, and Xylem Inc., its water related businesses. Caroline also represented ITT Corporation in its acquisitions of EDO Corporation, Godwin Pumps and Nova Analytics; Centerbridge Partners, The Carlyle Group and The Blackstone Group in connection with their investments in BankUnited; The Blackstone Group in its acquisition of hedge fund and asset manager GSO Capital Partners, as well as in its acquisition of a significant stake in Bayview Asset Management; and the Special Committee of the Board of Directors of Biomet Inc. in connection with the $11.4 billion sale of Biomet to a consortium comprised of affiliates of The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. and TPG.
Caroline has been a Partner at Simpson Thacher since 2000. She received her A.B. from Dartmouth College in 1984, and her J.D. with high honors from Duke Law School in 1990, where she was a member of Order of the Coif and a Member and Managing Editor of the Alaska Law Review. Caroline is a member of the American Bar Association and the Association of the Bar of the City of New York, where she served until recently as a member of the Committee on Mergers, Acquisitions and Corporate Control Contests. She is admitted to practice in the State of New York.
