Caroline B. Gottschalk is Of Counsel at Simpson Thacher & Bartlett LLP in the Firm’s Corporate Department, having spent more than 32 years advising clients on mergers and acquisitions and other corporate transactions. Caroline has advised public and private companies, private equity funds, founders and investment banks in a wide range of complex corporate matters, including domestic and international mergers and acquisitions, leveraged buyouts, divestitures, strategic investments, spin-offs, joint ventures and special committee representations. Caroline has regularly counseled boards of directors with respect to strategic advice, fiduciary duties and corporate governance matters, including shareholder activism and defense.
Caroline recently represented Kelsey-Seybold Medical Group, Houston’s premier multispecialty group practice, in structuring a strategic partnership involving its management services subsidiary and TPG Capital; Lightyear Capital in its leveraged acquisition of Alegeus Technologies, the healthcare benefits and payment processing business of FIS, and subsequent sale of Alegeus to Vista Equity Partners; Curtiss-Wright Corporation, a manufacturer of aerospace and industrial products, defense electronics, and naval and power products, and its board in a number of complex corporate and other matters, including activist defense work; Lightyear Capital and Public Sector Pension Investment Board in connection with the carve-out acquisition of independent broker-dealer Advisor Group from AIG, and the subsequent sale of Advisor Group to Reverence Capital Partners, and Lightyear’s carve-out acquisition of independent broker-dealer Cetera Financial Group from ING, and subsequent sale of Cetera to RCS Capital Corporation; Centerbridge Partners, L.P. in connection with its acquisition of Great Wolf Resorts, and the subsequent sale of a 65% controlling interest in Great Wolf to Blackstone Real Estate Partners, and the negotiation of the terms of the new $2.9 billion joint venture; and Vista Equity Partners in connection with its $6.5 billion leveraged acquisition of Solera Holdings, Inc., a provider of risk management and asset protection software and services to the automotive industry and property insurance marketplace.
Other significant transactions include advising ITT Corporation in its $11.8 billion spin-off of Exelis (its Defense and Information Solutions business) and Xylem (its Water Technology and Services business), as well as in the approximately $4 billion carve-out sales of ITT Automotive’s Brake and Chassis division and its electrical group and windshield wipers business to two EU-based manufacturing firms; its $1.7 billion acquisition of EDO Corporation; the carve-out sale of its Switches Business to Littlejohn & Co.; and its acquisitions of Godwin Pumps, International Motion Control and Nova Analytics Corporation; SAIC, Inc. in the $5 billion separation of its technical, engineering and enterprise information technology services business into two publicly-traded companies (Leidos and SAIC); Centerbridge Partners in connection with its acquisition of TriMark USA, LLC, the country’s largest provider of design services, equipment and supplies to the foodservice industry, and its $1.26 billion acquisition of Syncsort Incorporated, a global software company, and Vision Solutions, Inc., a leading provider of business resilience solutions; J.P. Morgan, as financial advisor in multiple transactions across multiple industries, including to Regal Rexnord in its acquisition of AIMC; Raven Industries in its acquisition by CNH Industrial; Meritor in its acquisition by Cummins; Global Brass and Copper Holdings, Inc. in its merger with Wieland Holdings, Inc.; Baker Hughes in the carve-out sale of its Nexus Controls business to GE Gas Power; Hillenbrand in its acquisition of Milacron; Celgene in its $74 billion sale to Bristol-Myers Squibb; ARIAD in its $5.2 billion merger with Takeda, and Sprint Corporation in its acquisition by T-Mobile US, Inc.; Polo Ralph Lauren Corporation in connection with the joint venture resulting in the formation of Ralph Lauren Media (Polo.com) with NBC and ValueVision Media; and Exelis in connection with the spin-off of its military and government services business, Vectrus Systems Corp.
Caroline became a Partner at Simpson Thacher in 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, and sits on the Board of Visitors of Duke Law School, as well as the Duke Women's Impact Network Leadership Council. She is admitted to practice in the State of New York.