Kate Mathieu advises public and private companies on a broad range of domestic and international tax matters, primarily concentrating in corporate mergers, acquisitions and dispositions, spin-offs, and partnership transactions. Ms. Mathieu also has experience in the tax aspects of bankruptcy restructurings, initial public offerings, tax-equity financings and internal integration and restructuring transactions.

Some of her significant representations include:

  • General Mills, Inc. as special tax counsel in its $8 billion acquisition of Blue Buffalo Pet Products, Inc.;
  • Eli Lilly and Company as special tax counsel in a tax-efficient separation of its global animal health business into a new public company called Elanco Animal Health Incorporated, which has a market value of $11.2 billion. The separation was accomplished through a series of transactions, including a carve-out IPO by Elanco and a subsequent tax-free split-off of Eli Lilly’s remaining interest in Elanco;
  • Liberty Mutual Insurance Group in the:
    • $3.3 billion sale of Liberty Life Assurance Company of Boston to Lincoln National Corporation; and
    • cross-border acquisition of four businesses from AmTrust Financial;
  • The Advisory Board Company in its $2.6 billion sale of its health care business to OptumInsight, Inc. and its education business to affiliates of Vista Equity Partners LLC in response to Elliott Management Corporation’s activist campaign;
  • Duke Energy Corporation in two transactions totaling $2.4 billion: the $1.2 billion sale of its Brazilian business to China Three Gorges Corporation and the $1.2 billion sale of its international businesses in Peru, Chile, Ecuador, Guatemala, El Salvador and Argentina to I Squared Capital Advisors, LLC. This transaction was named Latin America Power M&A Deal of 2016 by Power Finance & Risk and Cross-Border M&A Deal of the Year by LatinFinance;
  • Citrix Systems, Inc. in the merger of its GoTo business with LogMeIn, Inc. through a Reverse Morris Trust transaction valued at $1.8 billion;
  • Peraton Corp., a portfolio company of Veritas Capital, in its:
    • acquisitions of Strategic Resources International and Solers, Inc.; and
    • $690 million acquisition of the government IT services business of Harris Corporation; and
  • Excelitas Technologies Holding Corp., a portfolio company of Veritas Capital, in connection with a dual-track process that included a proposed initial public offering of common stock and culminated in an acquisition by funds sponsored by AEA Investors.



  • J.D., The University of Chicago Law School, 2014
  • B.A., The University of Texas, 2011


  • Texas
  • District of Columbia