10 Nov 2025

ArentFox Schiff Represents Ramaco Resources in High-Level Three-Prong Public Financing

"ArentFox Schiff advised Ramaco Resources, Inc. in a novel, three‑pronged registered public financing led by Goldman Sachs and Morgan Stanley that generated $345 million of gross proceeds. The transaction combined an underwritten offering of convertible senior notes, a concurrent registered "delta" offering of borrowed Class A common stock to facilitate hedging, and privately negotiated capped call transactions to limit dilution."

ArentFox Schiff represented Ramaco Resources, Inc. in a novel registered public financing led by Goldman Sachs and Morgan Stanley. The transaction raised $345 million in gross proceeds through a sophisticated, three‑pronged registered public financing structure. It involved the offer and sale of convertible debt and required significant securities‑law expertise. Specifically, the financings comprised: (i) an underwritten public offering of convertible senior notes; (ii) a concurrent registered public "delta" offering of borrowed Class A common stock to facilitate hedging by certain note investors; and (iii) the execution of privately negotiated capped call transactions designed to limit Ramaco's potential dilution and/or offset cash payments above par upon conversion. ArentFox Schiff represented Ramaco Resources, Inc. with a team composed by: Partner Ralph V. De Martino; Partners Johnathan C. Duncan, Cavas S. Pavri, Jonathan P. Bagg, Les Jacobowitz, Olga Bogush, Evgeny Magidenko, and Edward Spacapan Jr.; and Associates Marina Phillips, Ryan W. Oechsler, Jeffrey J. Kennedy, and Gurpartap (Gio) Singh.
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