Overview
Cathy Rossouw is a transactional private equity and corporate attorney and a partner in Chapman's Special Situations and Restructuring Group. Cathy’s diverse practice covers traditional mergers and acquisitions and private equity transactions, as well as early-stage equity financings, lender equity kickers, secondary market transactions, and general corporate advice. Her approach to advising clients is practical, collaborative, and results oriented.
Cathy regularly represents hedge funds, private equity funds, alternative lenders, banks, and other financial institutions in complex equity transactions and portfolio company acquisitions and works closely with corporate clients and start up companies on everyday corporate matters, including commercial contracts, stockholder agreements, LLC operating agreements, equity incentive programs, and strategic investments.
In addition to private equity, M&A, and start-up equity transactions, Cathy collaborates with her colleagues in the Special Situations and Restructuring Group in connection with event driven and special situation investments, and with the Commercial Lending Group to advise both lenders and borrowers on the equity features of financing transactions, including warrants, co-investments, SAFE instruments, and convertible notes.
Cathy is also the firm’s professional development partner and works closely with the talent development team and practice group leaders to formulate and deliver the firm’s professional development program.
Prior to moving to New York, Cathy practiced law in Australia.
Representative Matters
Private Equity and Hedge Funds
- Represented Perceptive Advisors, a life sciences-focused hedge fund, in a $20 million senior debt facility for a biotechnology company pioneering a new class of small-molecule drugs that selectively destroy disease-causing proteins via degredation
- Represented the major equity sponsor in connection with the sale of equity in the holding company of two “racinos” in Indiana
- Represented a Connecticut-based private equity fund in the restructuring of the debt, and eventual sale, of stock of a portfolio company
- Represented a commercial finance company based in Toronto in connection with a series of transactions to sell rail assets
- Represented a New York private equity sponsor in the purchase of a precision injection molding company with operations in the US, UK and China
- Represented a Connecticut-based private investment company in connection with early stage investments in several consumer-brand companies, including ongoing portfolio company representation
- Represented a private equity sponsor in the purchase of distressed bank loans and the related equity foreclosure action to become the owner of a Pennsylvania-based logistics company
- Represented a Canadian private equity sponsor in the purchase of a major equity interest in a US based gaming company
- Represented a New York hedge fund in connection with the sale of a Mexico-based manufacturing company
- Represented a Texas private equity firm in connection with a bid to purchase a chemical manufacturer in a Section 363 auction
Lending
- Represented a New York-based alternative lender in connection with equity tag-along opportunities
- Represented a life sciences hedge fund in connection with purchasing warrants alongside a senior secured loan to a cancer treatment development company
- Represented a New York hedge fund in connection with purchasing warrants alongside a $37.5 million senior secured term loan to a coal mining company
- Represented a North Carolina-based medical devices company in connection with the issuance of convertible notes
- Represented a life sciences company in connection with the structuring of a $40 million loan, with an additional accordion facility of up to $20 million and associated warrants, involving a European-headquartered investment firm
Practice Focus
- Banking and Financial Services
- Corporate Counseling
- Distressed Investing
- General Corporate
- Joint Venture and Early-Stage Investing
- Mergers and Acquisitions
- Private Equity M&A
- Private Funds: Investor Representation
- Restructuring and Bankruptcy
- Secondary Market Transactions
- Senior Lending
- Special Situation Lending
- Special Situations and Restructuring
Admitted
New York
Education
Monash University, Melbourne, Australia, LL.B., summa cum laude, 2003
Monash University, Melbourne, Australia, B.A. summa cum laude, 1999
Notable Engagements
Debt Facility for Biopharmaceutical CompanyChapman served as counsel to a health care and life sciences hedge fund in a $10 million debt facility for a biopharmaceutical company. The debt facility will be used to repay an existing debt facility and support the company's build out of its manufacturing facility.
Term Loan for a Molecular Diagnostics CompanyChapman served as counsel to a life sciences hedge fund in connection with a $15 million term loan facility for a molecular diagnostics company. The term loan facility includes an initial $15 million tranche and a second $10 million tranche that is available at the company’s option over the next year.
Acquisition of Health Care Leases and LoansChapman served as counsel to a commercial bank in its $1.5 billion acquisition of a portfolio of health care equipment leases and loans involving 1,100 hospitals and 3,600 physician practices and diagnostic and imaging centers across the US. The transaction includes a five-year vendor finance program agreement.
Acquisition and Financing of Delaware Park Casino and RacetrackChapman served as lead counsel to Clairvest Group Inc., Clairvest Equity Partners VI, and Rubico Gaming LLC in the acquisition and financing of the Delaware Park casino and racetrack in Wilmington, Delaware.
Health Bus FinancingChapman served as counsel to the Wilson Sheehan Foundation in an agreement with the Rocking Horse Children's Health Center and Second Harvest Food Bank to finance the Health Bus, a state-of-the-art mobile clinic serving Springfield, Ohio, and surrounding areas.
Data-Driven Diagnostics Company Loan FacilityCounsel to Perceptive Advisors, a life sciences-focused hedge fund, in a term loan facility for a data-driven diagnostics solutions company focused on lung disease.
Fintech Company AcquisitionChapman represented YieldX, a portfolio management technology company, in its acquisition by FNZ, a global wealth management platform. The acquisition of YieldX is part of FNZ’s growth plan to expand its wealth management solutions in the US and around the globe. The sale of YieldX to FNZ was structured as a tax efficient forward triangular merger and followed a regulatory strategy and several successful venture round financings in which Chapman worked closely with the YieldX founders.
All Year Holdings Bond RestructuringChapman served as US counsel to the indenture trustee in the successful consummation of the Chapter 11 Plan of Reorganization for All Year Holdings Ltd., a British Virgin Islands company whose US subsidiaries were engaged in the acquisition and development of real estate projects located in New York.
Acquisition of Two Gaming Companies in New HampshireChapman served as lead counsel to Clairvest Group Inc. and its affiliates in the acquisition of NHCG, LLC and The River Property & Hospitality Group, LLC, which operate the Lucky Moose Casino and Tavern and The River Casino & Sports Bar in Nashua, New Hampshire.
Genetics Company Loan FacilityCounsel to Perceptive Advisors, a life sciences-focused hedge fund, in a term loan facility for a genetic testing and sequencing company.
Insights
Publications
- Co-Author, "For Lenders – Navigating Main Street Loan Considerations," Client Alert. July 7, 2020
- Co-Author, "Convertible Preferred Stock: How Preferred Is It? (Part Two)," The Hedge Fund Law Report. January 9, 2014
- Co-Author, "Convertible Preferred Stock: How Preferred Is It? (Part One)," The Hedge Fund Law Report. December 19, 2013
- Co-Author, "From Lender to Shareholder: How to Make Your Equity Work Harder for You," The Hedge Fund Law Report. May 21, 2010
Presentations
- Presenter: Warrants 101, May 2017
- Co-Presenter: Representations and Warranties Insurance in Middle Market Private Equity Transactions: A Lender’s Perspective, April 2017