left-caret
Image: Jeffrey S. Ramsay

Jeffrey S. Ramsay

Partner, Corporate Department

New York

Phone: 1(212) 318-6057
Fax: 1(212) 303-7057

Overview

Jeff Ramsay is a New York-based partner in the Securities and Capital Markets practice at Paul Hastings. He has extensive investment-grade debt financing experience, representing both issuers and underwriters, and in the broader capital markets arena advising domestic and foreign issuers on initial public offerings and other equity and equity-linked matters, high-yield debt financings, and debt restructuring and liability management arrangements.

Regularly advising investment banking and corporate clients on securities law-related, general corporate, corporate governance and SEC matters, Jeff’s experience spans diverse industries, including life sciences, financial services, technology, energy, consumer products, entertainment and industrials.

Representations

  • TD Securities (USA) LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Santander US Capital Markets LLC and SG Americas Securities, LLC as lead managers on an SEC-registered offering by TD Bank of $3.3 billion aggregate principal amount of senior notes.
  • Wells Fargo Securities, LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the underwriters in connection with the offering of $1 billion aggregate principal amount of senior notes issued by Lockheed Martin Corporation.
  • Ventas, Inc. in connection with the execution of a forward sale agreement with an affiliate of Wells Fargo Securities relating to an aggregate of 10,600,000 shares of its common stock. In connection with the forward sale agreement, Wells Fargo Securities (or its affiliate) borrowed an aggregate of 10,600,000 shares of Ventas’s common stock from third parties for sale in an SEC-registered public offering. Ventas will receive net proceeds of approximately $675.3 million, before offering expenses and subject to certain adjustments, upon physical settlement of the forward sale agreement.
  • BofA Securities, Inc. and UBS Securities LLC as joint book-running managers and representatives of the initial purchasers on a debut Rule 144A / Regulation S offering by Horizon Mutual Holdings, Inc. of $600 million aggregate principal amount of its 6.200% senior notes due 2034.
  • Morgan Stanley & Co. LLC, UBS Securities LLC, Piper Sandler & Co. and Raymond James & Associates, Inc., as representatives of the several underwriters, in connection with Merchants Bancorp’s SEC-registered offering of 9,200,000 depositary shares, each representing a 1/40th interest in a share of its 7.625% fixed-rate Series E non-cumulative perpetual preferred stock, without par value per share, with a liquidation preference of $25 per depositary share (equivalent to $1,000 per share of Series E preferred stock). The gross proceeds from the offering totaled approximately $230 million.
  • Morgan Stanley & Co. LLC and Allen & Company LLC, as underwriters, in connection with the $232.3 million public offering by Joby Aviation, Inc. of 46,000,000 SEC-registered shares of common stock, which includes the exercise in full by the underwriters of their option to purchase additional shares. The shares are listed on the New York Stock Exchange under the symbol “JOBY.”
  • J.P. Morgan Securities LLC, Barclays Capital Inc. and Mizuho Securities USA LLC as representatives of the initial purchasers in connection with a Rule 144A / Regulation S offering by NCL Corporation Ltd. (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings Ltd. (NCLH), of $315 million aggregate principal amount of senior notes.
  • BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as joint representatives of the underwriters on an SEC-registered offering by W.W. Grainger, Inc. of $500 million aggregate principal amount of senior notes.
  • TD Securities (USA) LLC as representative of the several underwriters on an SEC-registered offering by TD Bank of $1 billion aggregate principal amount of 5.146% non-viability contingent capital subordinated notes due 2034.
  • Royalty Pharma plc in connection with its SEC-registered offering of $1.5 billion aggregate principal amount of senior notes. BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC acted as representatives of the several underwriters in connection with the offering.
  • The underwriters in connection with an SEC-registered offering of €3 billion aggregate principal amount of notes by Medtronic, Inc. Medtronic plc is the indirect parent company of Medtronic, Inc.
  • TD Securities (USA) LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Lloyds Securities Inc. and SG Americas Securities, LLC as lead managers on an SEC-registered offering by TD Bank of $2.25 billion aggregate principal amount of its senior notes.
  • J.P. Morgan Securities LLC as sole book-running manager and underwriter in connection with an upsized public offering by Stoke Therapeutics, Inc. of 5,555,557 shares of common stock at $13.5000 per share and pre-funded warrants to purchase 3,703,730 shares of common stock at $13.4999 per pre-funded warrant, for total gross proceeds of approximately $125 million. The common stock is listed on the Nasdaq Global Select Market under the symbol “STOK.”
  • Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated, as joint book-running managers and representatives of the several underwriters in connection with a public offering by REGENXBIO Inc. of 4,565,260 shares of common stock at $23.00 per share and pre-funded warrants to purchase 1,521,740 shares of common stock at $22.9999 per pre-funded warrant, for total gross proceeds of approximately $140 million.
  • Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters in connection with the SEC-registered offering of $4.5 billion aggregate principal amount of senior notes by the Cigna Group.
  • Citizens JMP Securities, LLC as the underwriter in connection with a $65 million public offering of 5,750,000 shares of Class A common stock of Perella Weinberg Partners.
  • Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters in connection with the SEC-registered offering of $4.5 billion aggregate principal amount of senior notes by the Cigna Group, and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC as the dealer managers of Cigna’s cash tender offers for certain senior notes of Cigna and its subsidiaries.
  • Morgan Stanley & Co. LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. as representatives of the underwriters in connection with the offering of $2 billion aggregate principal amount of senior notes issued by Lockheed Martin Corporation.
  • BofA Securities, Inc. as representative of the initial purchasers in connection with a Rule 144A / Regulation S offering by Chobani, LLC and Chobani Finance Corporation, Inc. of $500 million aggregate principal amount of their 7.625% senior notes due 2029.
  • Morgan Stanley & Co. LLC as (i) representative of the several underwriters in connection with a registered public offering by Spirit AeroSystems Holdings, Inc. of up to 10,454,545 shares of its Class A common stock and (ii) representative of the several initial purchasers in connection with a Rule 144A offering by Spirit AeroSystems, Inc., pursuant to which it issued $230 million aggregate principal amount of 3.250% exchangeable senior notes due 2028.
  • J.P. Morgan Securities LLC, Barclays Capital Inc. and Mizuho Securities USA LLC as representatives of the initial purchasers in connection with a Rule 144A / Regulation S offering by NCL Corporation Ltd. (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings Ltd. (NCLH), of $790 million aggregate principal amount of its 8.125% senior secured notes due 2029.
  • Morgan Stanley & Co. LLC as the representative of the initial purchasers in connection with a Rule 144A offering by Seagate HDD Cayman, pursuant to which it issued $1.5 billion aggregate principal amount of 3.50% exchangeable senior notes due 2028. 
    TD Securities (USA) LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc. and Standard Chartered Bank as lead managers on an SEC-registered offering by TD Bank of $5.2 billion aggregate principal amount of its senior notes.
  • Morgan Stanley & Co. LLC as the representative of the initial purchasers in connection with Rule 144A / Regulation S offerings by Seagate HDD Cayman, pursuant to which it issued $1.0 billion aggregate principal amount of senior notes. The notes are unconditionally guaranteed by Seagate Technology Holdings plc and Seagate Technology Unlimited Company.
  • Citigroup Global Markets Inc., Barclays Capital Inc. and Credit Agricole Securities (USA) Inc. as representatives of the underwriters in connection with the offering of $2 billion aggregate principal amount of senior notes issued by Lockheed Martin Corporation.
  • Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC as the representatives of the several underwriters in connection with an SEC-registered offering of $2 billion aggregate principal amount of notes by Medtronic Global Holdings S.C.A.
  • Marsh McLennan (MMC) in connection with its SEC-registered offering of $600 million of its senior notes.
  • BofA Securities, Inc., Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc. as representatives of the several underwriters in connection with the SEC-registered offering of $1.5 billion aggregate principal amount of senior notes by the Cigna Group.
  • CureVac N.V. on its $250 million public offering of 27,027,028 common shares. The common shares are listed on the Nasdaq Global Market under the symbol “CVAC.” Goldman Sachs & Co. LLC, Jefferies LLC, and SVB Securities LLC acted as bookrunners for the offering.
  • J.P. Morgan Securities LLC and Mizuho Securities USA LLC as representatives of the initial purchasers in connection with a Rule 144A / Regulation S offering by NCL Corporation Ltd. (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings Ltd. (NCLH), of $600 million aggregate principal amount of senior secured notes.
  • Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., BofA Securities, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNP Paribas Securities Corp. as the lead dealer managers, in connection with a Rule 144A / Regulation S exchange offers by Seagate HDD Cayman.
  • Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as joint book-running managers, in connection with an SEC-registered offering by Zoetis Inc. of $600 million aggregate principal amount of its 5.400% senior notes due 2025 and $750 million aggregate principal amount of its 5.600% senior notes due 2032.
  • Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global Markets Limited and HSBC Continental Europe as representatives of the several underwriters in connection with an SEC-registered offering of €3.5 billion aggregate principal amount of notes by Medtronic Global Holdings S.C.A.
  • J.P. Morgan Securities LLC as representative of the initial purchasers in connection with a Rule 144A offering by Alnylam Pharmaceuticals, Inc. of $1.035 billion aggregate principal amount of its 1.00% convertible senior notes due 2027, including $135 million principal amount of convertible notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional convertible notes.
  • BofA Securities, Inc. as representative of the underwriters in connection with an SEC-registered offering by YUM! Brands, Inc. of $1 billion aggregate principal amount of 5.375% senior notes due 2032.
  • J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Mizuho Securities USA LLC as representatives of the initial purchasers in connection with a Rule 144A / Regulation S offering by NCL Corporation Ltd. (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings Ltd. (NCLH), of $1 billion aggregate principal amount of its 5.875% senior secured notes due 2027 and of $600 million aggregate principal amount of its 7.750% senior unsecured notes due 2029.
  • J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Mizuho Securities USA LLC as representatives of the initial purchasers in connection with a Rule 144A offering by NCL Corporation Ltd. (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings Ltd. (NCLH), of $435 million aggregate principal amount of its 2.50% exchangeable senior notes due 2027.
  • Wells Fargo Securities, LLC as representative of the several initial purchasers in connection with a Rule 144A / Regulation S offering by Range Resources Corporation of $500 million principal amount of its 4.75% senior notes due 2030. The notes are guaranteed by each of Range Resources’ subsidiaries.
  • Morgan Stanley & Co. LLC as underwriter in connection with the $351 million block trade of 8,562,500 shares of Class A common stock of Warner Music Group Corp., sold by AI Entertainment Holdings LLC, CT/FT Holdings LLC and LB Remainder Holdings LLC, the selling stockholders. The Class A common stock is listed on the Nasdaq under the symbol “WMG.”
  • BofA Securities Europe SA, Citigroup Global Markets Limited and J.P. Morgan Securities plc as representatives of the several initial purchasers in connection with the Rule 144A / Regulation S offering by DXC Capital Funding DAC, an indirect subsidiary of DXC Technology Company, of €750 million aggregate principal amount of 0.450% senior notes due 2027 and €600 million aggregate principal amount of 0.950% senior notes due 2031; and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representatives of the several underwriters in connection with the SEC-registered offering by DXC Technology Company of $700 million aggregate principal amount of 1.800% senior notes due 2026 and $650 million aggregate principal amount of 2.375% senior notes due 2028.
  • MSCI Inc. in connection with a Rule 144A / Regulation S offering of $700 million aggregate principal amount of its 3.250% senior notes due 2033. The notes are guaranteed by certain subsidiaries of MSCI. Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as joint book-running managers for the offering.
  • The initial purchasers in a Rule 144A /Regulation S offering of €445 million principal amount of 2.250% senior secured notes due 2031 of WMG Acquisition Corp., a subsidiary of Warner Music Group Corp.
  • Royalty Pharma plc on an SEC-registered offering of $1.3 billion aggregate principal amount of senior notes. The offering consisted of $600 million aggregate principal amount of 2.150% senior notes due 2031 (the “Social Bonds”) and $700 million aggregate principal amount of 3.350% senior notes due 2051.
  • Charles River Laboratories International, Inc. in connection with its Rule 144A / Regulation S offering of $500 million aggregate principal amount of 3.750% senior notes due 2029 and $500 million aggregate principal amount of 4.000% senior notes due 2031. J.P. Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC acted as joint book-runners.
  • BofA Securities, Inc., Goldman Sachs & Co. LLC and Nomura Securities International, Inc. as representatives of the several underwriters in connection with the $684.7 million initial public offering by Hayward Holdings, Inc. of 40,277,778 shares of its common stock, of which 18,077,778 shares were sold by the selling stockholders.
  • BofA Securities, Inc. as representative of the initial purchasers in connection with a Rule 144A / Regulation S offering by TopBuild Corp. of $400 million aggregate principal amount of its 3.625% senior notes due 2029.
  • CureVac N.V. on its $450 million public offering of 5,000,000 of its common shares. The common shares are listed on the Nasdaq Global Market under the symbol “CVAC.” BofA Securities, Inc., Jeffries LLC and Evercore Group L.L.C. acted as joint book-running managers for the offering.
  • The initial purchasers in a Rule 144A/Regulation S offering of $250 million principal amount of 3.000% senior secured notes due 2031 of WMG Acquisition Corp., a subsidiary of Warner Music Group Corp.
  • Royalty Pharma plc and the selling shareholders on Royalty Pharma’s $728 million secondary offering of 17,343,037 of its Class A ordinary shares by certain selling shareholders. J.P. Morgan, Morgan Stanley, BofA Securities, Goldman Sachs & Co. LLC and Citigroup acted as joint lead book-running managers and as representatives of the underwriters for the proposed offering.
  • Barclays Bank PLC, BofA Securities Europe SA, Mizuho Securities Europe GmbH and Deutsche Bank Aktiengesellschaft as representatives of the several underwriters in connection with an SEC-registered offering of €6.25 billion aggregate principal amount of notes by Medtronic Global Holdings S.C.A. Medtronic Global Holdings S.C.A. is an indirect subsidiary of Medtronic plc.
  • Royalty Pharma plc in connection with its Rule 144A/Regulation S offering of $6 billion aggregate principal amount of senior notes.
  • CureVac N.V. on its $245.3 million initial public offering of 15,333,332 of its common shares, which includes 1,999,999 common shares from the full exercise of the underwriters’ over-allotment option to purchase additional shares. The common shares are listed on the Nasdaq Global Market under the symbol “CVAC.” BofA Securities, Inc., Jeffries LLC and Credit Suisse Securities (USA) LLC acted as joint book-running managers for the offering.
  • Freeport-McMoRan Inc. in connection with its SEC-registered offering of $1.5 billion of senior notes. J.P. Morgan Securities LLC was the representative of several underwriters to the offering.
  • J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC as representatives of the underwriters in connection with an SEC-registered offering by Norwegian Cruise Line Holdings Ltd. of 19,166,667 of its ordinary shares that raised approximately $277 million in gross proceeds, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC as representatives of the initial purchasers in connection with a concurrent Rule 144A offering by NCL Corporation Ltd. of $400 million aggregate principal amount of its 5.375% exchangeable senior notes due 2025, and J.P. Morgan Securities LLC as representative of the initial purchasers in connection with a concurrent Rule 144A/Regulation S offering by NCLC of $750 million aggregate principal amount of its 10.250% senior secured notes due 2026.
  • The initial purchasers in a Rule 144A/Regulation S offering of $535 million principal amount of 3.875% senior secured notes due 2030 of WMG Acquisition Corp., a subsidiary of Warner Music Group Corp.
  • Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC as joint book-running managers on an SEC-registered offering by Abbott Laboratories of $650 million aggregate principal amount of 1.150% notes due 2028 and $650 million aggregate principal amount of 1.400% notes due 2030.
  • Royalty Pharma plc and the selling shareholders on Royalty Pharma’s $2.5 billion initial public offering of 89,333,920 of its Class A ordinary shares. J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and UBS Securities LLC acted as joint lead book-running managers and as representatives of the underwriters.
  • Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC as representatives of the several underwriters, in connection with the $1.925 billion initial public offering of 77,000,000 shares of Class A common stock of Warner Music Group Corp., sold by the selling stockholders.
  • Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as joint book-running managers, in connection with an SEC-registered offering by Zoetis Inc. of $750 million aggregate principal amount of its 2.000% senior notes due 2030 and $500 million aggregate principal amount of its 3.000% senior notes due 2050.
  • VF Corporation in connection with an SEC-registered debt shelf takedown of $3 billion aggregate principal amount of senior notes. Barclays, BofA Securities, J.P. Morgan, Morgan Stanley, HSBC, ING, US Bancorp and Wells Fargo Securities acted as joint book-running managers for the offering.
  • BofA Securities, Inc., Citigroup Global Markets Inc. and MUFG Securities Americas Inc. as representatives of the several underwriters in connection with the registered offering by DXC Technology Company of $500 million aggregate principal amount of 4.000% senior notes due 2023 and $500 million aggregate principal amount of 4.125% senior notes due 2025.
  • BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters in connection with the SEC-registered offering of $3.5 billion aggregate principal amount of senior notes; and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as the dealer managers of Cigna’s cash tender offers for senior notes issued by Cigna and its subsidiaries.
  • BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers, in a Rule 144A/Regulation S offering by Huntington Ingalls Industries, Inc. of $500 million aggregate principal amount of its 3.844% senior notes due 2025 and $500 million aggregate principal amount of its 4.200% senior notes due 2030.
  • Charles River Laboratories International, Inc. in connection with its Rule 144A/Regulation S offering of $500 million aggregate principal amount of 4.250% senior notes due 2028. J.P. Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, Citizens Capital Markets, Inc. and TD Securities (USA) LLC acted as joint book-runners.

Matters may have been handled prior to joining Paul Hastings.

Practice Areas

Securities and Capital Markets

Investment Grade Financing

Global Finance


Languages

English


Admissions

New York Bar


Education

University of Virginia, School of Law, J.D. 2001

Dickinson College, B.A. 1991