Caiola & Rose

Leah is a Senior Counsel in Caiola & Rose’s Franchise, Regulatory and Transactional practice group. Leah has spent most of her career advising corporate clients in complex transactions within highly regulated industries.  Her deal experience includes mergers and acquisitions, divestitures, and public and private securities offerings, with a particular focus on the technology and energy sectors. Leah began her practice as a Mergers and Acquisitions Associate at one of the largest international law firms in the world, where she advised public and private companies on complex transactions, corporate governance matters and contract negotiation and drafting. As a military spouse, Leah moved to Austin, Texas for several years where she transitioned her M&A background to a broader corporate practice at a top tier international law firm. While in Texas, Leah worked on a wide range of matters from advising a state pension plan investor in a variety of alternative investments, to assisting with the issuance of almost $4 billion worth of senior notes, to traditional mergers and acquisitions in the energy, media and technology industries. Following her recent return to Atlanta, Leah focused her practice on the growing franchise and technology sectors in Atlanta by providing strategic and practical advice to growth-focused founders and funds from angel investments to exits.

Leah’s transactional and regulatory expertise provides a strategic foundation for her growing franchise practice.  Leah provides due diligence support to franchisors who are recapitalizing and private equity groups looking to acquire or divest franchisors and multi-unit franchisees.  She also provides regulatory and disclosure counseling to franchisors at the federal and state levels, prepares franchise disclosure documents (including transfers, renewals and addenda) and counsels clients on exemption analyses.  Leah also enjoys supporting smaller corporate clients as an outside “general counsel” in commercial contract negotiations, compliance work, and risk assessment.

Leah is actively involved in Decatur City Church and enjoys supporting the many, wonderful local restaurants in Decatur.

Leah is licensed to practice law in Georgia and Texas.

Education: 

• Juris Doctor, Cum Laude, University of Georgia, 2016

• Bachelor of Arts in Political Science, Magna Cum Laude, Clemson University, 2012

Representative Experience:

Energy Experience:

• Represented Vectren Corporation (NYSE: VVC) in its $6 billion merger with CenterPoint Energy, Inc. (NYSE: CNP)

• Represented Jones Energy, Inc. (OTC: JEII) in its $200 million merger with an affiliate of Mountain Capital Partners, LP

• Represented a ‘stalking-horse’ buyer in its purchase of midstream assets pursuant to Section 363 of the Bankruptcy Code

• Represented Equitrans Midstream Corp. (NYSE: ETRN) in its simplification transaction involving the elimination of the Incentive Distribution Rights of its affiliate, EQM Midstream Partners, LP (NYSE: EQM)

• Represented EQT Corporation (NYSE: EQT) in its midstream streamlining transaction involving three of its affiliates

Technology/Media Experience:

• Provided on-going representation to a leading nanopore DNA and single molecule sensing technology company in connection with domestic and international commercialization, distribution, logistics and supply agreements

• Represented an indoor skydiving company in its auction sale process to a private equity fund

• Represented a digital marketing services company in its auction sale process to a private equity fund

• Represented a software company focused on unified collaboration systems with a Series B investment round

• Represented a subsidiary of Liberty Media Corporation in connection with its potential auction sale of a business unit

• Represented a subsidiary of Liberty Media Corporation in connection with its potential purchase of a beauty box mail service

Capital Markets:

• Represented EQM Midstream Partners, LP (NYSE: EQM) in its $2.5 billion offering of senior notes

• Represented Tallgrass Energy, LP (NYSE: TGE) in its $500 million offering of senior notes

• Represented Tallgrass Energy Partners, LP (NYSE: TEP) in its $250 million private offering of senior notes

• Represented Jones Energy, Inc. (NYSE: JONE) in its $450 million offering of senior notes

• Provided on-going counseling of publicly-traded companies on ‘34 Act compliance and disclosure

Franchise and Corporate Experience:

• Preparation of franchise disclosure documents for non-traditional concepts within highly regulated industries that are new to franchising

• Provided counseling and prepared transaction documents for multi-unit franchise transfers and highly negotiated sales

• Provided on-going counseling for national and international franchisors related to disclosure requirements and availability of exemptions

• Counseled franchisors are compliance plans and roll-outs for systemwide changes

• Provided on-going representation of a state pension plan investor in a variety of alternative investments

• Provided on-going representation of a corporate talent company in equity issuances to employees and directors

• Represented numerous companies in the food, technology, life sciences and energy industries in connection with various corporate governance matters