Ronald S.Gross (Ron)

Partner

(T) + 1.212.326.8331

Ron Gross has more than 20 years of experience in securitizations and other complex structured finance transactions with a particular emphasis on the securitization of esoteric assets, including intellectual property and other intangible assets. He also has significant experience representing financial institutions as purchasers, liquidity providers, and underwriters in connection with investments in various classes of preferred shares issued by closed-end mutual funds. Additionally, Ron has been heavily involved in the structuring and documentation of municipal securities structured products (tender option bonds).

Ron's representative transactions include representing Church's Chicken in a whole-business securitization transaction in the franchised restaurant sector; representing Sprint Corporation in connection with its $1.1 billion mobile wireless handset device sale and lease-back transaction and a $3.5 billion wireless spectrum securitization transaction; representing OUTFRONT Media in a $100 million trade receivables securitization; representing Citibank, Société Générale, The Toronto-Dominion Bank, and Morgan Stanley as liquidity providers, purchasers, and underwriters in connection with the issuance by mutual funds of variable rate demand preferred (VRDP) shares, variable rate municipal term preferred (VMTP) shares, and institutional munifund term preferred (iMTP) shares; and advising several of the largest U.S. money market funds in connection with investments in tender option bonds (TOBs).

Ron is on the Law Firm Advisory Board of the Working Group on Legal Opinions of the American Bar Association and serves as co-chair of Jones Day's Firmwide Legal Opinions Committee.

Ron was named a 2018 Client Service All-Star by BTI Consulting.

Experience

  • Goldman Sachs provides credit facility to CredijustoJones Day represented Goldman Sachs in connection with a credit facility provided to Credijusto, a Mexican financial technology firm.
  • Sprint completes private placement of $3.9 billion wireless spectrum-backed notesJones Day represented Sprint Corporation, a communications services company, in connection with the issuance by three wholly owned special purpose subsidiaries of $3.9 billion of wireless spectrum-backed notes consisting of approximately $2.1 billion of Series 2018-1 4.738% Senior Secured Notes, Class A-1 and $1.8 billion of Series 2018-1 5.152% Senior Secured Notes, Class A-2, in a Rule 144A and Regulation S private placement.
  • OUTFRONT Media amends and extends $100 million receivables facility and enters into $75 million repo agreement with MUFG BankJones Day advised OUTFRONT Media Inc., a leading provider of advertising space on out-of-home advertising structures and sites across the United States, Canada, and Latin America, in connection with the amendment and extension of its $100 million receivables facility with MUFG Bank, Ltd. and entry into a $75 million repo agreement with MUFG Bank, Ltd. with respect to a subordinated note issued by the receivables facility SPV in favor of the originator under the accounts receivable facility.
  • Church's Chicken completes $210 million private placement of Senior Secured Notes in whole-business securitizationJones Day advised Cajun Operating Company d/b/a Church's Chicken, a quick-service restaurant chain, in connection with a whole-business securitization consisting of the issuance of $185 million of Fixed Rate Senior Secured Notes and $25 million of Senior Secured Variable Funding (Revolving) Notes in a transaction exempt from registration under Rule 144A and Regulation S.
  • OUTFRONT Media completes $100 million trade receivables securitizationJones Day represented OUTFRONT Media Inc., a leading provider of advertising space on out-of-home advertising structures and sites across the United States, Canada, and Latin America, in connection with its $100 million trade receivables securitization facility.
  • Sprint completes private placement of wireless spectrum-backed notesJones Day represented Sprint Corporation, a communications services company, in connection with the issuance by three special purpose, bankruptcy-remote, wholly owned subsidiaries of Sprint (the Issuers) of $3.5 billion of Series 2016-1 3.36% Senior Secured Notes, Class A-1 (the Notes) in a private transaction exempt from the registration requirements of the Securities Act of 1933.
  • Sprint obtains $1.1 billion for sale and lease-back of certain leased devices to Mobile Leasing SolutionsJones Day represented Sprint Corporation ("Sprint"), a communications services company, in connection with its $1.1 billion mobile wireless handset device sale and lease-back transaction with newly formed Mobile Leasing Solutions, LLC, a provider of mobile device financing to carriers.
  • Citibank provides $50 million financing to City of Detroit Police and Fire Retiree Healthcare Trust and City of Detroit General Retiree Healthcare TrustJones Day advised Citibank, N.A. in connection with the negotiation and documentation of $50 million delayed draw term loans provided to two special purpose trusts formed, respectively, by the City of Detroit Police and Fire Retiree Healthcare Trust and the City of Detroit General Retiree Healthcare Trust (the "VEBAs") secured by the VEBAs' $450 million par value City of Detroit Series B Notes received pursuant to the City’s bankruptcy Plan of Adjustment.
  • Morgan Stanley acts as initial purchaser in 144A offerings of iMTP by Nuveen Dividend Advantage Municipal Fund 3 and Nuveen New York AMT-Free Municipal Income FundJones Day represented Morgan Stanley & Co. LLC, as initial purchaser, in connection with the $229 million offering under Rule 144A by two Nuveen closed-end municipal bond funds of Institutional MuniFund Term Preferred (iMTP) Shares.
  • Toronto-Dominion Bank and TD Securities serve as liquidity provider and remarketing agent in $173 million VRDP Share issuance by two Nuveen closed-end municipal bond fundsJones Day represented The Toronto-Dominion Bank, as liquidity provider, and TD Securities (USA) LLC, as remarketing agent, in connection with the US$173 million issuance by two Nuveen closed-end municipal bond funds of Variable Rate Demand Preferred Shares (VRDP Shares), the proceeds of which were used to redeem existing MTP Shares of the issuing funds.
  • InSite Vision monetizes patent-related royalty streamJones Day advised InSite Vision Incorporated, a developer of novel ophthalmic products designed to treat a growing range of common eye problems, in connection with the monetization of a patent-related royalty stream from future sales of Besivance® (besifloxacin opthalmic suspension), which is marketed globally by Bausch & Lomb for the treatment of bacterial conjunctivitis.
  • Regions Bank becomes purchaser in $1.2 billion trade receivables securitization facility for various subsidiaries of FleetCor TechnologiesJones Day represented Regions Bank in connection with a $1.2 billion trade receivables securitization facility for various subsidiaries of FleetCor Technologies, Inc., a provider of specialized payment products and services.
  • Major financial institution purchases "termed-out" VRDP Shares in private placement by Nuveen closed-end municipal bond fundJones Day advised a major financial institution in connection with the purchase of $201 million "termed-out" Variable Rate Demand Preferred Shares (VRDP) in a private placement by a Nuveen closed-end municipal bond fund.
  • Citibank and Citigroup Global Markets serve as liquidity provider and remarketing agent in $940 million VRDP Share issuance by various Nuveen closed-end municipal bond fundsJones Day represented Citibank, N.A., as liquidity provider, and Citigroup Global Markets Inc., as remarketing agent, in connection with the US$940 million issuance by various Nuveen closed-end municipal bond funds of Variable Rate Demand Preferred Shares (VRDP Shares), the proceeds of which were used to redeem existing Auction Rate Preferred Shares of the issuing funds.
  • Major financial institution purchases VMTP Shares in private placement by MFS closed-end municipal bond fundsJones Day represented a major financial institution in connection with the purchase of $341.8 million Variable Rate Municipal Term Preferred Shares (VMTP Shares) in a private placement by various MFS closed-end municipal bond funds.
  • Church's Chicken completes whole-business securitizationJones Day advised Cajun Operating Company d/b/a Church's Chicken, a quick-service restaurant chain, in connection with a whole-business securitization consisting of the issuance of $220 million of Senior Secured Notes and $25 million of Senior Secured Revolving Notes.
  • Major financial institution purchases VMTP Shares in private placement by Nuveen closed-end municipal bond fundJones Day represented a major financial institution in connection with the purchase of $91 million Variable Rate MuniFund Term Preferred Shares (VMTP) in a private placement by a Nuveen closed-end municipal bond fund.
  • Citibank and Citigroup Global Markets serve as liquidity provider and remarketing agent in $1.5 billion VRDP Share issuance by various BlackRock closed-end municipal bond fundsJones Day represented Citibank, N.A., as liquidity provider, and Citigroup Global Markets Inc., as remarketing agent, in connection with the US$1.5 billion issuance by various BlackRock closed-end municipal bond funds of Variable Rate Demand Preferred Shares (VRDP Shares), the proceeds of which were used to redeem existing Auction Rate Preferred Shares of the issuing funds.
  • Major financial institution purchases VMTP Shares in private placement by Nuveen closed-end municipal bond fundsJones Day advised a major financial institution in connection with the purchase of US$269.9 million Variable Rate MuniFund Term Preferred Shares (VMTP Shares) in a private placement by various Nuveen closed-end municipal bond funds, the proceeds of which were used to redeem existing Auction Rate Preferred Shares of the issuing funds.
  • Major financial institution purchases VMTP Shares in private placement by two Federated closed-end municipal bond fundsJones Day represented a major financial institution in connection with the purchase of $45.5 million and $270 million Variable Rate Municipal Term Preferred Shares (VMTP Shares) in a private placement by two Federated closed-end municipal bond funds, the proceeds of which were used to redeem existing Auction Rate Preferred Shares of the issuing funds.
  • Major financial institution purchases VMTP Shares in private placement by Invesco closed-end municipal bond fundsJones Day represented a major financial institution in connection with the purchase of $419.3 million Variable Rate Municipal Term Preferred Shares (VMTP Shares) in a private placement by various Invesco closed-end municipal bond funds, the proceeds of which were used to redeem existing Auction Rate Preferred Shares of the issuing funds.
  • Major financial institution purchases FMTP Shares in private placement by MainStay Defined Term Municipal Opportunities FundJones Day advised a major financial institution in connection with the purchase of $70 million Fixed Rate Municipal Term Preferred Shares (FMTP Shares) in a private placement by MainStay Defined Term Municipal Opportunities Fund, a closed-end municipal bond fund.
  • Major financial institution purchases FMTP Shares in private placement by various DWS Investments closed-end municipal bond fundsJones Day advised a major financial institution in connection with the purchase of $268.7 million Floating Rate Municipal Term Preferred Shares (FMTP Shares) in a private placement by various DWS Investments closed-end municipal bond funds.
  • Major financial institution sponsors asset-backed commercial paper conduit in purchase of VRTP Shares in private placement by Eaton Vance Floating-Rate Income TrustJones Day advised a major financial institution as sponsor to an asset-backed commercial paper conduit in connection with the purchase of $80 million Variable Rate Term Preferred Shares (VRTP Shares) in a private placement by Eaton Vance Floating-Rate Income Trust, a diversified closed-end management investment company.
  • Major distributor of alcoholic beverages obtains credit facilityJones Day assisted a major distributor of alcoholic beverages in connection with its $210 million secured revolving credit facility.
  • Distributor of alcoholic beverages obtains secured revolving credit facility and mortgage loan in an aggregate amount of $105 millionJones Day represented a distributor of alcoholic beverages in its $55 million secured revolving credit facility and $50 million mortgage loan.
  • Timken completes $150 million trade receivables securitizationJones Day represented The Timken Company, a leading global manufacturer of highly engineered bearings, alloy steels, and related components and assemblies, in connection with the $150 million trade receivables securitization facility.
  • International financial conglomerate negotiates novation agreement, 10-year energy hedge, 10-year RECs transaction and intercreditor agreementInternational financial conglomerate negotiates novation agreement, 10-year energy hedge, 10-year RECs transaction and intercreditor agreement in connection with the refinancing of a New York wind project.
  • Global financial services firm negotiates proposed ISDA Master Agreement and intercreditor arrangementsGlobal financial services firm negotiates proposed ISDA Master Agreement and intercreditor arrangements in connection with multiple nuclear facilities.
  • Agilent Technologies repurchases structured preferred stockJones Day represented Agilent Technologies World Trade, Inc. ("World Trade"), a wholly-owned subsidiary of Agilent Technologies, Inc. ("Agilent"), in connection with a $1.5 billion Master Repurchase Agreement and related Confirmation (together, the "Repurchase Agreement") with a commercial paper conduit counterparty pursuant to which World Trade sold to the counterparty, for an aggregate purchase price of $1.5 billion, Class A Preferred Shares of its wholly-owned Cayman Islands special purpose subsidiary, Agilent Technologies (Cayco) Limited (the "Purchased Securities"), having an aggregate liquidation preference of $1.5 billion.
  • Ambac Assurance participates in several energy-related financingsJones Day represented Ambac Assurance Corporation as an equity investor in several large minority interest financings for various energy companies supported by a range of energy-related assets.
  • Bank of Ireland provides credit facility for fund-of-fundsJones Day advised Bank of Ireland, as lender, in a revolving and term loan credit facility for a fund-of-funds.
  • Ambac Assurance serves as credit enhancer in whole business securitization of Sonic CorporationJones Day counseled Ambac Assurance Corporation in connection with the $800 million whole business securitization of franchise agreements and related royalties, intellectual property and other assets of Sonic Corporation, the largest chain of drive-in restaurants in America.
  • RBS provides credit facility to Carlyle Real Estate PartnersJones Day advised The Royal Bank of Scotland Plc in multiple secured multicurrency revolving credit facilities for Carlyle Real Estate Partners, L.P., a real estate investment fund.
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