Counsels private equity funds, portfolio companies, and other corporations on complex corporate finance transactions and governance matters.
Decades of experience leading complex high-yield debt offerings; tender offers; consent solicitations; and private and public offerings of equity securities, including initial public offerings (IPOs).
Co-head of the firm’s capital markets group.

Rosa Testani advises private equity funds, portfolio companies and other corporations in complex corporate finance transactions. In particular, she regularly advises on high-yield debt offerings; tender offers; consent solicitations; and equity offerings, including IPOs. She also has extensive experience in advising distressed companies, creditors, and special situations investors on financing and securities matters in out-of-court and in-court restructurings.

Rosa regularly advises on securities law compliance, corporate governance and covenant compliance matters. She serves as a long-term legal advisor to C-suite executives and senior management. Over the course of her career, she has worked on a large number of sophisticated deals and has represented one of the largest private equity funds in the world.

Rosa provides advice in transactions including:

Public and private offerings of equity securities, including IPOs
Rule 144A/Regulation S high-yield debt offerings
Exchange offers and tender offers
Consent solicitations
Debt refinancings
Restructurings (out-of-court and in-court).

Rosa was a Visiting Lecturer in Law at Yale Law School and taught Securities Regulation in spring 2017. She serves on the advisory board for the Yale Law School Center for the Study of Corporate Law.

Representative Work

Represented Warrior Met Coal, Inc. (NYSE:HCC), a leading producer and exporter of metallurgical coal, and certain selling stockholders in the company’s IPO and in subsequent registered equity offerings. Also represented the company in several Rule 144A/Regulation S high-yield debt offerings and consent solicitations.
Represented long-time client CEVA Logistics AG, a leading global asset-light supply chain management company, in its IPO on the SIX Swiss Exchange and concurrent Rule 144A/Regulation S equity offering. Also represented the company in its post-IPO Rule 144A/Regulation S Rule high-yield notes offering.
Advised RCCH HealthCare Partners, which is owned by certain funds managed by affiliates of Apollo Global Management, LLC, in its recent take-private acquisition of LifePoint Health, Inc. and in its prior acquisition of Capella Health Holdings. The company, now known as LifePoint Health, Inc., operates regional health systems, physician practices, outpatient centers and post-acute facilities in more than 85 non-urban communities that span coast to coast.
Represented long-term client Affinion Group Holdings, Inc., a provider of customer engagement and loyalty programs, in numerous refinancing and restructuring transactions, consent solicitations and private equity offerings. Also represented the company in the registration and listing of its common stock.
Advised Novitex Holdings, Inc., a private company owned by Apollo Global Management, LLC, in a business combination involving the company; SourceHOV Holdings, Inc.; and Quinpario Acquisition Corp. 2, a special-purpose acquisition company, to form Exela Technologies, Inc.

Education
J.D., Yale Law School, 1988
B.S., Fordham University, summa cum laude, 1985

Bar Admissions
New York

Recognitions

Acritas, Acritas Star, 2019.
IFLR 1000 US (2019) – Highly Regarded Practitioner in Capital Markets: Debt and Capital Markets: Equity
The Legal 500 US, Capital Markets: High-yield debt offerings: Advice to issuers, 2017 to 2019 and 2022; Capital Markets: Debt offerings: Advice to issuers, 2019 to 2022; and Capital Markets: debt offerings and Capital Markets: high-yield debt offerings, 2023.

Affiliations and Public Service

Member, Akin Gump’s firmwide Audit Committee and firmwide Retirement Committee.
Member, New York office Diversity and Inclusion Committee.
Member, advisory board for the Yale Law School Center for the Study of Corporate Law.

Speeches and Publications

“Managing Your Law Firm Career as a Corporate Attorney: Lessons Learned After Leaving Yale Law School,” Center for the Study of Corporate Law, Career Development Office, Yale Law & Business Society, March 2016.
“Understanding Financing Commitment Letters and Debt Covenants,” Akin Gump Deal Makers’ Boot Camp breakfast seminar, 2010 to 2014.
“Understanding the Securities Laws,” PLI Center, 2010 to 2014.