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 
  • 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


New York


Monash University, Melbourne, Australia, LL.B., summa cum laude, 2003

Monash University, Melbourne, Australia, B.A. summa cum laude, 1999

Notable Engagements




  • Presenter: Warrants 101, May 2017
  • Co-Presenter: Representations and Warranties Insurance in Middle Market Private Equity Transactions: A Lender’s Perspective, April 2017

We have always been focused on finance.

  • 1913
    TS Chapman partners with Henry Cutler to form Chapman and Cutler
  • 1st
    Chapman's first client in 1913 is still a client of the firm today
  • 22
    Diverse financial practices serving regional, national, and global clients
  • 6
    Offices across the country and in key US financial centers

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