Ross M. Leff, P.C.
Overview
Ross Leff is a corporate partner in Kirkland’s New York office with experience in a broad range of capital markets issues. His practice is primarily focused on public and private debt and equity offerings, including high yield and investment grade debt issuances, public equity offerings, PIPEs and other private placements. Ross also advises U.S. and international companies with respect to corporate and securities law matters, including corporate governance and SEC and stock exchange disclosure, reporting and compliance obligations. In addition to leading capital markets transactions, Ross frequently teams with other Kirkland partners on complex M&A transactions. Ross represents clients across many industries—including consumer, financials, healthcare, industrials, real estate and technology—who rely on him for practical solutions grounded in sound legal and business judgment to their most challenging matters.
Experience
Representative Matters
Capital Markets
- Clearlake Capital Group in a $400 million senior notes offering to finance its acquisition of Intertape Polymer Group, a manufacturer of paper and film based pressure-sensitive and water-activated tapes, stretch and shrink films, protective packaging, woven and non-woven products and packaging machinery for industrial and retail use
- Clearwater Analytics Holdings, a portfolio company of Welsh, Carson, Anderson & Stowe, in its $540 million IPO
- Wheel Pros, a portfolio company of Clearlake Capital Group in a $365 million senior notes offering to finance its recapitalization
- BayPine in a $720 million senior notes offering to finance its acquisition of Mavis Tire Express Services
- Clearlake Capital Group in a $685 million senior notes offering to finance its acquisition of Endurance International Group Holdings
- Clearlake Capital Group in a $400 million senior notes offering to finance its acquisitions of PrimeSource Building Products and Dimora Brands, and $340 million senior notes offering to finance the acquisition of NWI Enterprises (Nationwide)
- Clearlake Capital Group in a $625 million senior notes offering to finance its acquisition of Springs Window Fashions
- ASP Unifrax Holdings, Inc. in its $800 million secured notes offering and $400 million unsecured notes offering to finance its acquisition of Lydall, Inc.
- Tripadvisor in its $500 million high yield notes offering and $300 million convertible notes offering
- Reverence Capital Partners in its $350 million high yield notes offering in connection with its acquisition of Advisor Group, and Reverence Capital Partners and Advisor Group in Advisor Group’s $500 million high yield secured notes offering in connection with Advisor Group’s acquisition of Ladenburg Thalmann Financial Services
- Allied Universal, a portfolio company of Warburg Pincus and CDPQ, in multiple offerings of high yield notes totaling over $7.3 billion
- Radiology Partners in its approximately $700 million high yield notes offering and $800 million high yield secured notes offering
- Teva Pharmaceutical Industries Ltd. in multiple high yield notes offerings totaling $11.5 billion and tender offers totaling nearly $6 billion, including the largest-ever offering of sustainability-linked notes
- Prestige Brands in multiple high yield notes offerings totaling $1 billion
- Univar Solutions in its $500 million high yield notes offering
- Grubhub in its $500 million high yield notes offering
- Associated Materials Group, a Hellman & Friedman portfolio company, in its approximately $275 million private offering of convertible preferred equity securities and warrants
- Advent International in its offering of $675 million of high yield notes in connection with its investment in inVentiv Health
- BMC Stock Holdings in its $350 million high yield notes offering
- BMC Stock Holdings in multiple follow-on and secondary public offerings of common shares totaling approximately $310 million
- Exelon Corporation in its $4.2 billion investment grade notes offering
- Essar Steel Algoma Inc. in its restructuring of approximately $1.2 billion of funded debt, including the offering of $375 million of high yield secured notes and the exchange of existing junior debt for approximately $250 million of junior secured high yield notes
- UMB Bank, as trustee, in connection with the out-of-court restructuring of approximately $127 million in bonds issued by Thomas Jefferson School of Law
- GrubHub in its approximately $400 million follow-on public offering of common shares
- The Carlyle Group in its offering of $750 million of high yield notes in connection with its acquisition of Signode Industrial Group
- Exelon Corporation in its $1.75 billion offering of common stock in connection with forward sales agreements and $1 billion offering and remarketing of equity units
- Starr Investment Holdings, along with Partners Group, in their offering of $1 billion of high yield notes in connection with their acquisition of Multiplan
Prior to joining Kirkland:
- Dreamworks in connection with its $300 million high-yield notes offering
- Citigroup, Credit Suisse and JPMorgan in the offering of $500 million of high-yield notes by Freescale Semiconductor
- Citigroup, Credit Suisse and JPMorgan in the offering of $600 million of common shares of Apollo Global Management
- Credit Suisse, Goldman Sachs and JPMorgan in multiple offerings of the common shares of Tumi
- Credit Suisse in the offering of $300 million of high-yield notes of BlueScope Steel
- Bank of America, Deutsche Bank, JPMorgan and Morgan Stanley in the offering of $250 million of senior notes of Reed Elsevier
- Bank of America, JPMorgan and Wells Fargo in the offering of $500 million of senior notes of Flowserve Corporation
- Bank of America, Barclays and Wells Fargo in multiple offerings of subordinated debentures of Protective Life
- Goldman Sachs and Morgan Stanley in the offering of $375 million of senior secured notes of Global Brass & Copper
- Citigroup in multiple offerings of and tender offers and consent solicitations for high yield notes of Rite Aid
- Wells Fargo in the offering of $400 million of preferred shares of AXIS Capital
Mergers and Acquisitions, PIPEs and Principal Investments
- Viking Global Investors, which invested together with Casdin Capital, in its $250 million convertible preferred equity investment in Fluidigm Corp. (NASDAQ: FLDM), a developer and manufacturer of multi-omic solutions to study cancer, inflammatory diseases and immunotherapies
- Grubhub Inc. in connection with a commercial collaboration with Amazon to provide Amazon Prime members in the United States with a Grubhub+ membership, and a related issuance of warrants to Amazon to purchase shares of Grubhub
- CCC Intelligent Solutions in its $7 billion business combination with Dragoneer Growth Opportunities Corp.
- Genius Sports Group in its $1.5 billion business combination with dMY Technology Group, Inc. II
- Paine Schwartz Partners in its $150 million convertible preferred equity investment in AgroFresh Solutions
- Brookfield Asset Management Inc. in its $260 million convertible preferred equity investment in Superior Plus Corp.
- One Equity Partners in its $190 million investment in AdaptHealth
- Covetrus in its $250 million convertible preferred equity investment from Clayton, Dubilier & Rice
- The Special Committee of the Board of Directors of Taubman Centers, Inc. in Taubman’s $9.8 billion merger and joint venture with Simon Property Group
- Apax Partners in its $400 million convertible preferred equity investment in Verint® Systems Inc.
- Advisor Group, a portfolio company of Reverence Capital Partners, with respect to financing matters in its $1.3 billion acquisition of Ladenburg Thalmann Financial Services
- GLP in its $18.7 billion sale of its U.S. logistics business to Blackstone, the largest-ever private real estate transaction globally
- KKR in its $22 billion merger of Fiserv and First Data Corporation
- Grubhub Inc. in its $200 million private placement minority investment from Yum! Restaurant Services LLC
- Special Committee of the Board of Directors of Spectrum Brands in connection with the $10 billion merger of Spectrum Brands and HRG Group
- Spectrum Brands Holdings with respect to financing matters in its $2 billion sale of its global battery and lighting business to Energizer Holdings
- Warburg Pincus in its approximately $60 million acquisition of 50% of Cyren Ltd., an Israeli public company dual-listed in Israel and the United States, through a primary PIPE transaction and secondary tender offer
- Brookfield Business Partners in its acquisition of approximately 60% of Teekay Offshore Partners for a total investment of approximately $750 million
- Abbott Laboratories in its $5.8 billion acquisition of Alere Inc.
- MultiPlan, Inc. and Starr Investment Holdings, LLC in the sale of MultiPlan to Hellman & Friedman
- Francisco Partners in its approximately $65 million convertible preferred equity investment in Connecture, Inc.
- Starwood Capital Group in its $5.365 billion purchase of national multifamily portfolio from Equity Residential
- The Carlyle Group in its $175 million convertible debt investment in SEACOR Marine Holdings Inc.
- Pershing Square Capital Management, working with Valeant Pharmaceuticals International, in its approximately $54 billion unsolicited takeover bid for Allergan
Prior to joining Kirkland:
- Toll Brothers in its $1.6 billion acquisition of Shapell Homes
- IBM in its acquisition of Curam Software
- IBM in its acquisition of i2
- IBM in its acquisition of Tririga
- Johnson & Johnson in its approximately $480 million acquisition of Micrus Endovascular
- Westbrook Partners in its approximately $80 million acquisition of Crown Farm property out of Crown Farm’s Chapter 11 bankruptcy
Prior Experience
Cravath, Swaine & Moore LLP, New York, NY, 2007–2014
More
Thought Leadership
Seminars
Panelist, "Distressed Finance to the Rescue," 2020 Refinitiv LPC Middle Market and Large Corporate Loans Virtual Conference, September 15, 2020
Panelist, “PIPEs Gain Popularity Amid Pandemic”, The Deal Webcast, July 16, 2020
Recognition
Credentials
Admissions & Qualifications
- 2008New York
Education
- Columbia Law SchoolJ.D.2007
James Kent Scholar
Harlan Fiske Stone Scholar
Senior Editor, Columbia Law Review
- Columbia CollegeB.A.2004