Michele focuses on corporate finance, global capital markets, corporate trust transactional matters, corporate trust insolvency and restructuring, and general corporate and business law.
With over 30 years of experience, Michele focuses her practice on corporate finance, particularly in the area of domestic and international cross-border capital markets debt issuances. She has participated in every facet of the practice, representing issuers, borrowers, underwriters, trustees, and credit enhancement providers in connection with the issuance of all types of capital markets debt, including publicly registered, privately placed, taxable, tax-exempt, and secured and unsecured debt issuances.
Experience
Representative matters
Representative matters
Serve as the sole Trust Counsel to a major Money Center Bank, as the Trustee of the Volkswagen Diesel Emissions Mitigation Trust for State Beneficiaries, the District of Columbia and Puerto Rico (the “State Trust”) and as the sole Trust Counsel to a Major Money Center Bank as Trustee of the Volkswagen Diesel Emissions Mitigation Trust for Indian Tribes (the “Indian Tribe Trust”). The two related trusts total approximately $2.7 billion in settlement funds. Ms. Ross negotiated the terms of the State Trust with the US Department of Justice and the representatives for the 50 State Attorneys General and the Indian Tribe Trust with the US Department of Justice and the 568 Federally Recognized Indian Tribes on the final terms of each trust and the agreements with all third party service providers to both trusts; and continues to provide all legal advice related to the day-to-day operations of the State Trust and the Indian Tribe on an ongoing basis; and will remain counsel for the life of the State Trust and the Indian Tribe Trust.
Represented a multinational Major Money Center Bank in a transaction in the Bahamas 2015-2016 in connection with the Chapter 11 bankruptcy proceedings instituted by the Baha Mar Entities in the District for Delaware, in connection with the English Law aspects of a simultaneous and competing Bahamian Winding-Up proceeding and in connection with enforcement actions – all related to the Baha Mar Hotel Resort Project which was being financed by The Chinese Export-Import Bank.
Served as lead Trustee Notes Counsel for a multinational Major Money Center Bank as Indenture Trustee, Offshore Collateral Agent, Offshore Accounts Bank, Intercreditor Agent in connection with a $1.3 billon financing of Concesion Pacifico Tres S.A.S., the first of three 4G Colombian road projects. Pacifico Tres is a 2 trillion peso road project and the first rated bond offering to benefit from the 4G framework. The transaction was selected as Latin America Deal of the Year 2016 by IJ Global Project Finance & Infrastructure Journal.
Serve as the sole Trust Counsel to a major Money Center Bank, as the Trustee of the Volkswagen Diesel Emissions Mitigation Trust for State Beneficiaries, the District of Columbia and Puerto Rico (the “State Trust”) and as the sole Trust Counsel to a Major Money Center Bank as Trustee of the Volkswagen Diesel Emissions Mitigation Trust for Indian Tribes (the “Indian Tribe Trust”). The two related trusts total approximately $2.7 billion in settlement funds. Ms. Ross negotiated the terms of the State Trust with the US Department of Justice and the representatives for the 50 State Attorneys General and the Indian Tribe Trust with the US Department of Justice and the 568 Federally Recognized Indian Tribes on the final terms of each trust and the agreements with all third party service providers to both trusts; and continues to provide all legal advice related to the day-to-day operations of the State Trust and the Indian Tribe on an ongoing basis; and will remain counsel for the life of the State Trust and the Indian Tribe Trust.
Represented a multinational Major Money Center Bank in a transaction in the Bahamas 2015-2016 in connection with the Chapter 11 bankruptcy proceedings instituted by the Baha Mar Entities in the District for Delaware, in connection with the English Law aspects of a simultaneous and competing Bahamian Winding-Up proceeding and in connection with enforcement actions – all related to the Baha Mar Hotel Resort Project which was being financed by The Chinese Export-Import Bank.
Served as lead Trustee Notes Counsel for a multinational Major Money Center Bank as Indenture Trustee, Offshore Collateral Agent, Offshore Accounts Bank, Intercreditor Agent in connection with a $1.3 billon financing of Concesion Pacifico Tres S.A.S., the first of three 4G Colombian road projects. Pacifico Tres is a 2 trillion peso road project and the first rated bond offering to benefit from the 4G framework. The transaction was selected as Latin America Deal of the Year 2016 by IJ Global Project Finance & Infrastructure Journal.
Served as part of the lead U.S. counsel team for a Major Money Center Bank as Trustee in connection with a British multinational investment bank’s $2 billion capital issuance which won debt & equity-linked Deal of the Year.
Served as lead U.S. counsel for a Major Money Center Bank as Trustee and Escrow Agent in connection with issuance of $1,000,000,000 5 3/8% Senior Secured Notes due 2021 and £1,100,000,000 6% Senior Secured Notes due 2021, issued by Lynx I Corp; AND $530,000,000 of 6 3/8% Senior Notes due 2023 and £250,000,000 of 7% Senior Notes due 2023, issued by Lynx II Corp. The transactions were all issued as part of the $23.3 billion takeover of the UK's largest cable television company. The transaction was nominated for Deal of the Year for the Mergers & Acquisition Category 2013 by International Financial Law Review.
Served as lead U.S. counsel for a Major Money Center Bank as Trustee in connection with the second restructuring in two years in connection with U.S. legal advice. This restructuring included a novel mix of a pre-packaged administration, scheme of arrangement and Chapter 15 reorganization combined with a daylight facility used to fund the acquisition and a leverage finance restructuring. The transaction was nominated for Deal of the Year in the Restructuring Category 2011 by International Financial Law Review.
Served as lead finance counsel to the developer and negotiated all of the principal finance related agreements. This project was the first entity in the United States to successfully develop and finance a poultry-litter-fired power plant, and won Project Finance Magazine 2003 as the North American Deal of the Year (Renewable Energy).
Served as lead finance counsel in one of the first public/private joint ventures for privatization of the rehabilitation and construction of military housing. The deal served as a model for public/private military housing finance.
Represented the Tort Claimants Committee in connection with advising on aspects of the plan related to the $3.2 billion settlement fund which was one of the largest product liability settlements. Also represented the Claimant's Advisory Committee in connection with all of the aspects of establishing the Dow Corning Settlement including the RFP process to interview and select professionals, the negotiation of the settlement trust agreements, negotiations related to the service provider agreements for the trust and negotiations in connection with all aspects of the management of the fund including investments and disbursements.
Acted as corporate trustee co-counsel advising on corporate trust issues in connection with the representation of a Major Money Center Bank as indenture trustee in an action commenced by a litigation trust on behalf of former noteholders seeking $1 billion in damages alleging breach of fiduciary duties under the indenture and the TIA. A summary judgment was obtained in the Trustee's favor dismissing all claims, which was affirmed by the Second Circuit.
Acted as corporate trustee co-counsel advising on corporate trust issues in connection with the representation of a Major Money Center Bank as Collateral Trustee on behalf of $1.2 billion worth of debt.
Recognitions
- Nominated for Deal of the Year for the Wind Hellas €1.8 billion restructuring, International Financial Law Review, 2011
Credentials
Education
Education
- University of San Francisco, 1983, J.D., class rank: top 12%, Member of International Law Society
- London School of Economics and Political Science, 1981, LL.M., Diploma in International Law
- American University, 1978, B.A., Communications and Journalism
Professional admissions & qualifications
Professional admissions & qualifications
- District of Columbia
- California
- New York
Professional affiliations
Professional affiliations
- District of Columbia Bar Association
- New York State Bar Association
- The Association of the Bar of the City of New York
- American Bar Association
- Member, ABA Corporate Finance Special Committee on Indenture Trustees; Contributor Member, Committee on Trust Indentures and Indenture Trustees to The American Bar Association Annotated Trust Indenture Act Project
Civic Involvement
- Member, DNC Women’s Democratic Leadership Forum
- Member, Sheridan Kalorama Historic Preservation Association