Rosa A. Testani advises private equity funds, portfolio companies and other corporations on complex corporate finance transactions, with a focus on acquisition financings, Rule 144A high-yield debt offerings, restructurings, tender offers, consent solicitations and private and public offerings of equity securities, including initial public offerings.

Practice & Background

Ms. Testani frequently advises clients on securities law compliance and corporate governance matters.

Ms. Testani has spoken on securities laws and developments in capital markets transactions. She is currently a member of the New York office’s diversity committee.

Ms. Testani received her B.S. summa cum laude in accounting from Fordham University in 1985 and her J.D. from Yale Law School in 1988, where she was a senior editor of the Yale Law Journal.

Representative Matters

Ms. Testani’s select representations include serving as counsel to:

  • a private equity fund in connection with a Rule 144A debt offering to finance its acquisition of a publicly traded military contractor
  • a private equity fund in connection with a bondholder consent solicitation and change of control offer related to its acquisition of a publicly traded indoor water park resorts company
  • a private equity fund in connection with a Rule 144A debt offering to finance its acquisition of 51 percent controlling interest in a financial services processing business
  • a private equity-backed global logistics company in connection with several Rule 144A secured debt offerings, debt tender offers and an international debt exchange offer
  • a New York Stock Exchange-listed audio and electronic systems manufacturer in connection with an automatic shelf registration statement and a takedown $200 million primary equity offering
  • a provider of marketing services and loyalty programs in connection with several Rule 144A debt offerings and related exchange offers and/or tender offers for over $1.5 billion of senior and senior subordinated notes
  • a Nasdaq-listed satellite Internet access provider in connection with a $175 million universal shelf registration statement, a $112 million primary and secondary equity offering pursuant to the shelf registration statement and several Rule 144A debt offerings and related registered exchange offers for $600 million of senior notes
  • a bondholder committee in connection with a negotiated restructuring, including a debt exchange offer, for a magazine publisher and subsequent representation of the debtor in a Rule 144A debt offering to finance its exit from a prenegotiated chapter 11 case
  • a private equity fund in connection with chapter 11 exit financing for a global chemical company involving over $6 billion of senior secured notes
  • a real estate brokerage franchisor and residential real estate brokerage firm in connection with a $3.1 billion Rule 144A debt offering of senior notes, senior PIK toggle notes and senior subordinated notes and related registered exchange offer and a change of control debt tender offer
  • a distributor of agricultural products in connection with its $500 million initial public offering, a universal shelf registration statement and subsequent secondary offerings pursuant to the shelf registration statement, a debt tender offer and consent solicitation for the high-yield notes, several Rule 144A debt offerings and related exchange offers
  • a private equity fund in connection with private and public sales of its equity holdings in public companies.

Speaking Engagements

  • Participated on panel about “Understanding Financing Commitment Letters and Debt Covenants” at Akin Gump’s second Deal Maker’s Boot Camp breakfast seminar
  • Spoke at a PLI seminar titled “Understanding the Securities Laws 2010” at the PLI Center.