Ronald T. Sarubbi
- New York Office Managing Partner
Ron represents the corporate trust departments of banking institutions and trust companies in both domestic and cross-border debt capital market transactions, defaulted debt restructurings, and related litigation.
Ronald T. Sarubbi is the New York office managing partner and the former chair of the firm's Financial Transactions practice. He handles financial matters for bank and trust company clients in their roles as indenture trustee, collateral agent, administrative agent, escrow agent, custodian, securities intermediary, and other agency capacities.
Ron's work includes unsecured debt transactions and an array of structured finance transactions, including commercial paper conduits and collateralized loan obligations. He also advises on securitized asset-backed securities, such as shipping and aircraft financings; residential mortgage-backed security (RMBS) and commercial mortgage-backed security transactions; esoteric assets; credit card and student loan debt; solar and other alternative energy projects; oil, gas, and electric projects; and debt streams from leasing royalties. Ron represents Cayman SPV Issuers in risk mitigation matters, including winddowns and dissolutions.
In his practice, Ron reviews and negotiates contracts for corporate and municipal debt, escrow, custody and agency agreements, and sophisticated and novel types of secured project financings and structured finance transactions. These deals typically involve companies, hedge funds, investment banks, and projects located in the United States and in emerging markets throughout Latin America and Asia. They have involved the review and negotiation of thousands of indentures, agency agreements, and custody/control agreements.
Ron has also worked with secured and unsecured creditors and disbursing agents in numerous defaulted debt restructurings. He has advised indenture trustees in complex commercial litigation, including breaches of representations and warranties and the enforcement of loan repurchases by sponsors and originators in RMBS.
In preparation for the 2021 LIBOR phaseout, he advised issuers, trustees, and asset managers on risk mitigation and compliance issues.
Education & Credentials
Education
- New York Law School, J.D., 1998
- State University of New York at Albany, B.A., 1992
Bar and Court Admissions
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New York
Related Employment
- Pryor Cashman LLP, New York, NY
- The Chase Manhattan Bank, New York, NY
Professional Recognition
Listed as a “Super Lawyer” in New York Metro Super Lawyers, 2014-2019
Impact
Professional Leadership
- Kellogg School of Management Advanced Leadership Program, Northwestern University, 2022
- Center for Creative Leadership, Partner Leadership Program, 2017
- American Bar Association, Committee on Trust Indentures and Indenture Trustees
- New York City Bar Association, Committee on Recruitment and Retention of Lawyers
- Brick by Brick, Board Member
- Council of Urban Professionals
- Kellogg School of Management Strategic Leadership Program, Northwestern University, 2015
- Mortgage Bankers Association
- New York State Bar Association
- Practicing Attorneys for Law Students (PALS) Mentor
- Structured Finance Industry Group
- The Deal’s Advisory Committee
News
Professional Experience
Corporate Trust
Represented the indenture trustee in recent transactions in connection with:
- $30,000,000,000 Senior Notes issued by a global biopharmaceutical company
- $19,750,000,000 Senior Notes issued by a multinational technology company
- $5,000,000,000 Senior Notes issued by a leading producer of oil and natural gas
- $3,650,000,000 Senior Notes issued by a global animal health company
- $3,500,000,000 Senior Notes/Tangible Equity Units issued by an international leader in the food industry
- $2,000,000,000 Global Bond offering issued by the Republic of Ecuador
- $1,250,000,000 Senior Notes issued by a leading private telecommunications and technology company
- $800,000,000 Senior Secured Notes issued by a global investment banking firm
- $600,000,000 Senior Notes issued by a global oil and gas exploration company
- $500,000,000 Senior Notes issued by a leading software maker
- $402,500,000 Convertible Senior Notes issued by a global leader in secure electronic financial and payment transactions
- $280,000,000 First Mortgage Bonds issued by an electrical utility in the Pacific Northwest
- $250,000,000 Convertible Notes issued by a specialty finance company
- $250,000,000 Convertible Notes issued by a leading global aero communications service provider
- $250,000,000 Floating Rate Senior Notes issued by a domestic car rental company
- $175,000,000 Convertible Senior Notes issued by a leading provider of motion tracking software
- $172,500,000 Convertible Senior Notes issued by a leader in mobile Internet services and mobile security
Structured Finance
- Represented the indenture trustee in connection with an open-ended indenture for a solar company involving a novel structure that allowed for the issuance of Solar Bonds through a traditional offering process or directly to investors through the company’s own proprietary platform.
- Represented the indenture trustee in connection with $1,080,000,000 Senior Notes issued by an offshore special purpose vehicle.
Project Finance
- Represented the indenture trustee and collateral agent in connection with $1,000,000,000 Senior Secured Notes issued to finance the construction of photovoltaic projects.
- Represented the administrative agent and collateral agent in connection with $125,000,000 First and Second Lien Financing for a casino operator's joint venture.
International Corporate Trust
- Represented the indenture trustee in connection with $11,000,000,000 Global Notes issued by a multinational energy corporation.
- Represented the indenture trustee in connection with $2,000,000,000 Senior Notes issued by a multinational private telecommunications company.
- Represented the indenture trustee in connection with $1,500,000,000 Bonds issued by a South American sovereign.
- Represented the indenture trustee in connection with C$100,000,000 Extendible Convertible Unsecured Subordinated Debentures issued by a power generation and infrastructure company.
Custody
- Represented a global custody bank, as securities intermediary, under a series of tri-party control agreements, entered into by a corporation and multiple broker-dealers in connection with swap agreements, where collateral posted under each swap agreement was held in custody by the Securities Intermediary.
- Represented a global custody bank, as securities intermediary and custodian, under multiple tri-party control agreements and associated single party custody agreements, entered into by a broker-dealer and a family of related special purpose vehicles, where collateral was transferred between the custody accounts and the control accounts in accordance with the underlying financing arrangement.
- Represented a global custody bank, as securities intermediary, under a tri-party control agreement, entered into by a broker-dealer and a hedge fund in connection with a repurchase agreement, where collateral posted under the repurchase agreement was held in custody by the securities intermediary.
- Represented a global custody bank, as custodian, under global and domestic custody agreements, entered into with broker-dealers and hedge funds, where cash and both domestic and global securities were held in physical and book-entry form.
- Represented a global custody bank, as trustee, under a reinsurance trust agreement, entered into by an insurer and a reinsurer, where cash and complex securities were held for reinsurance credit, valued according to margin requirements, and collateral was released or accounts