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 was a Visiting Lecturer in Law at Yale Law School and taught Securities Regulation in Spring 2017. She is a frequent speaker on securities laws and developments in capital markets transactions. She is a member of the New York office’s diversity committee. She serves on the advisory board for the Yale Law School Center for the Study of Corporate Law.

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

  • a mining producer and exporter of premium met coal in connection with its initial public offering
  • an independent exploration and production company in connection with its initial public offering
  • 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, and  the  issuer  in connection with its initial public offering and follow-on secondary public offerings
  • 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-backed global logistics company in connection with several Rule 144A secured debt offerings, debt tender offers, international debt exchange offers and out of court recapitalization
  • a private equity fund in connection with a Rule 144A debt offering to finance its acquisition of a publicly traded military contractor and the issuer in connection with a §3(a)(9) exchange offer for its debt securities
  • a private equity fund in connection with its sale of a document management and digital business process services private company to a New York Stock Exchange-listed special purpose acquisition company
  • 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 and the listing of its common stock on the OTCQX
  • a New York Stock Exchange-listed audio and electronic systems manufacturer in connection with several automatic shelf registration statements, an underwritten takedown of $200 million for a primary equity offering, an underwritten takedown of $400 million for investment grade debt offering and an underwritten takedown of €350 million for international investment grade debt offering
  • 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 and follow-on public secondary offerings of equity
  • 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

  • Chirelstein Colloquium Lecturer sponsored by the Center for the Study of Corporate Law, Career Development Office, Yale Law Women, and the Yale Law & Business Society: “Managing Your Law Firm Career as a Corporate Attorney: Lessons Learned After Leaving Yale Law School,” March 2016
  • Participated on panel “Understanding Financing Commitment Letters and Debt Covenants” at Akin Gump’s Deal Maker’s Boot Camp breakfast seminar, 2010-2014
  • Spoke at the PLI seminar titled “Understanding the Securities Laws” at the PLI Center, 2010-2014
  • Presented “The Why's and How's of Debt Tender and Exchange Offers” at Akin Gump’s CLE for In-House Counsel series, February 2012