
Overview
Jeff Ramsay is a New York-based partner in the Securities & Capital Markets practice at Paul Hastings. He has extensive investment-grade debt financing experience representing both issuers and underwriters, and experience 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 has experience that spans diverse industries, including life sciences, financial services, technology, energy, consumer products, entertainment and industrials.
Representations
- TD Securities (USA), BofA Securities, Goldman Sachs & Co., Santander US Capital Markets and SG Americas Securities as lead managers on an SEC-registered offering by TD Bank of $3.3 billion aggregate principal amount of senior notes.
- Wells Fargo Securities, BofA Securities and Goldman Sachs & Co. as representatives of the underwriters in connection with the offering of $1 billion aggregate principal amount of senior notes issued by Lockheed Martin.
- Ventas 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’ 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 and UBS Securities, as joint book-running managers and representatives of the initial purchasers on a debut Rule 144A/Regulation S offering by Horizon Mutual Holdings, of $600 million aggregate principal amount of its 6.200% senior notes due 2034.
- Morgan Stanley & Co., UBS Securities, Piper Sandler & Co. and Raymond James & Associates, 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. and Allen & Company, as underwriters, in connection with the $232.3 million public offering by Joby Aviation, 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.
- J.P. Morgan Securities, Barclays Capital and Mizuho Securities USA, as representatives of the initial purchasers in connection with a Rule 144A/Regulation S offering by NCL Corporation (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings (NCLH), of $315 million aggregate principal amount of senior notes.
- BofA Securities, J.P. Morgan Securities and Wells Fargo Securities, as joint representatives of the underwriters on an SEC-registered offering by W.W. Grainger, of $500 million aggregate principal amount of senior notes.
- TD Securities (USA) 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 in connection with its SEC-registered offering of $1.5 billion aggregate principal amount of senior notes. BofA Securities, Citigroup Global Markets, J.P. Morgan Securities, Morgan Stanley & Co. and TD Securities (USA) 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), Citigroup Global Markets, J.P. Morgan Securities, Lloyds Securities and SG Americas Securities, 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, as sole book-running manager and underwriter in connection with an upsized public offering by Stoke Therapeutics, 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.
- Morgan Stanley & Co., Goldman Sachs & Co., Barclays Capital and Stifel, Nicolaus & Co., as joint book-running managers and representatives of the several underwriters in connection with a public offering by REGENXBIO 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, Goldman Sachs & Co., J.P. Morgan Securities and Wells Fargo Securities, 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 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, Goldman Sachs & Co., J.P. Morgan Securities and Wells Fargo Securities, 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, Deutsche Bank Securities, Goldman Sachs & Co. and Wells Fargo Securities, as the dealer managers of Cigna’s cash tender offers for certain senior notes of Cigna and its subsidiaries.
- Morgan Stanley & Co., Mizuho Securities USA and SMBC Nikko Securities America, as representatives of the underwriters in connection with the offering of $2 billion aggregate principal amount of senior notes issued by Lockheed Martin.
- BofA Securities, as representative of the initial purchasers in connection with a Rule 144A / Regulation S offering by Chobani, and Chobani Finance, of $500 million aggregate principal amount of their 7.625% senior notes due 2029.
- Morgan Stanley & Co., as (i) representative of the several underwriters in connection with a registered public offering by Spirit AeroSystems Holdings, 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, pursuant to which it issued $230 million aggregate principal amount of 3.250% exchangeable senior notes due 2028.
- J.P. Morgan Securities, Barclays Capital and Mizuho Securities USA, as representatives of the initial purchasers in connection with a Rule 144A/Regulation S offering by NCL Corporation (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings (NCLH), of $790 million aggregate principal amount of its 8.125% senior secured notes due 2029.
- Morgan Stanley & Co. 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), Citigroup Global Markets, Goldman Sachs & Co., NatWest Markets Securities 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., 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 and Seagate Technology Unlimited.
- Citigroup Global Markets, Barclays Capital and Credit Agricole Securities (USA) as representatives of the underwriters in connection with the offering of $2 billion aggregate principal amount of senior notes issued by Lockheed Martin.
- Barclays Capital, J.P. Morgan Securities and Mizuho Securities USA 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 in connection with its SEC-registered offering of $600 million of its senior notes.
- BofA Securities, Morgan Stanley & Co. and U.S. Bancorp Investments, 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 on its $250 million public offering of 27,027,028 common shares.
- J.P. Morgan Securities and Mizuho Securities USA, 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 (NCLH), of $600 million aggregate principal amount of senior secured notes.
- Morgan Stanley & Co., MUFG Securities Americas, BofA Securities, Scotia Capital (USA), Wells Fargo Securities and BNP Paribas Securities as the lead dealer managers, in connection with a Rule 144A/Regulation S exchange offers by Seagate HDD Cayman.
- Barclays Capital, BofA Securities, Citigroup Global Markets, J.P. Morgan Securities and MUFG Securities Americas, as joint book-running managers, in connection with an SEC-registered offering by Zoetis 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, BofA Securities Europe, Citigroup Global Markets 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, as representative of the initial purchasers in connection with a Rule 144A offering by Alnylam Pharmaceuticals, 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, as representative of the underwriters in connection with an SEC-registered offering by YUM! Brands, of $1 billion aggregate principal amount of 5.375% senior notes due 2032.
- J.P. Morgan Securities, Goldman Sachs & Co. and Mizuho Securities USA, as representatives of the initial purchasers in connection with a Rule 144A/Regulation S offering by NCL Corporation (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings (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, Goldman Sachs & Co. and Mizuho Securities USA, as representatives of the initial purchasers in connection with a Rule 144A offering by NCL Corporation (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings (NCLH), of $435 million aggregate principal amount of its 2.50% exchangeable senior notes due 2027.
- Wells Fargo Securities, as representative of the several initial purchasers in connection with a Rule 144A/Regulation S offering by Range Resources 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. 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, CT/FT Holdings and LB Remainder Holdings, the selling stockholders.
- BofA Securities Europe, Citigroup Global Markets and J.P. Morgan Securities 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, 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, Citigroup Global Markets and J.P. Morgan Securities as representatives of the several underwriters in connection with the SEC-registered offering by DXC Technology 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 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.
- 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, a subsidiary of Warner Music Group.
- Royalty Pharma 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, 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.
- BofA Securities, Goldman Sachs & Co. and Nomura Securities International, as representatives of the several underwriters in connection with the $684.7 million initial public offering by Hayward Holdings, of 40,277,778 shares of its common stock, of which 18,077,778 shares were sold by the selling stockholders.
- BofA Securities, as representative of the initial purchasers in connection with a Rule 144A/Regulation S offering by TopBuild of $400 million aggregate principal amount of its 3.625% senior notes due 2029.
- CureVac on its $450 million public offering of 5,000,000 of its common shares.
- 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, a subsidiary of Warner Music Group Corp.
- Royalty Pharma 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.
- Barclays Bank, BofA Securities Europe, Mizuho Securities Europe 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 in connection with its Rule 144A/Regulation S offering of $6 billion aggregate principal amount of senior notes.
- CureVac 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.
- Freeport-McMoRan in connection with its SEC-registered offering of $1.5 billion of senior notes.
- J.P. Morgan Securities, Citigroup Global Markets and Goldman Sachs & Co. as representatives of the underwriters in connection with an SEC-registered offering by Norwegian Cruise Line Holdings of 19,166,667 of its ordinary shares that raised approximately $277 million in gross proceeds, and J.P. Morgan Securities, Citigroup Global Markets and Goldman Sachs & Co. as representatives of the initial purchasers in connection with a concurrent Rule 144A offering by NCL Corporation of $400 million aggregate principal amount of its 5.375% exchangeable senior notes due 2025, and J.P. Morgan Securities 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., Barclays Capital, BofA Securities and J.P. Morgan Securities 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 and the selling shareholders on Royalty Pharma’s $2.5 billion initial public offering of 89,333,920 of its Class A ordinary shares.
- Morgan Stanley & Co., Credit Suisse Securities (USA) and Goldman Sachs & Co. 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, BofA Securities, Citigroup Global Markets, J.P. Morgan Securities and MUFG Securities Americas, as joint book-running managers, in connection with an SEC-registered offering by Zoetis 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 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, Citigroup Global Markets and MUFG Securities Americas as representatives of the several underwriters in connection with the registered offering by DXC Technology 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, Goldman Sachs & Co. and Morgan Stanley & Co. 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, Goldman Sachs & Co. and Morgan Stanley & Co. as the dealer managers of Cigna’s cash tender offers for senior notes issued by Cigna and its subsidiaries.
- BofA Securities, J.P. Morgan Securities and Wells Fargo Securities, as representatives of the several initial purchasers, in a Rule 144A/Regulation S offering by Huntington Ingalls Industries, 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, in connection with its Rule 144A/Regulation S offering of $500 million aggregate principal amount of 4.250% senior notes due 2028.
Matters may have been handled prior to joining Paul Hastings.
News
- Paul Hastings Advises Bank of America and Morgan Stanley on $4.5 Billion Committed Bridge Financing for Vertex’s $10 Billion Acquisition of Crinetics - July 6th, 2026
- Paul Hastings Advises Morgan Stanley on $12 Billion Committed Bridge Financing for Fox Corporation’s $22 Billion Acquisition of Roku - June 15th, 2026
- Paul Hastings Advises the Underwriters on Bread Financial’s Offering of Depositary Shares - May 13th, 2026
- Paul Hastings Advises Bank of Montreal on $1.8 Billion Committed Bridge Financing for Brady Corporation’s $1.4 Billion Acquisition of Honeywell’s Productivity Solutions and Services Business - April 20th, 2026
- Paul Hastings Advises Initial Purchasers in $4 Billion Notes Offering by Takeoff Merger Sub - March 24th, 2026
- Paul Hastings Advises Underwriters in $3.5 Billion Notes Offering by Waters Corporation Subsidiary Augusta SpinCo - March 23rd, 2026
- Paul Hastings Advising Goldman Sachs and Citi on Committed Financing for BlackRock Global Infrastructure Partners and EQT’s $10.7 Billion Acquisition of AES Corp - March 2nd, 2026
- Paul Hastings Advises Toronto-Dominion Bank and Wells Fargo on Committed Financing for National Fuel’s $2.62 Billion Acquisition of CenterPoint Energy’s Ohio Natural Gas Utility Business - October 21st, 2025
- Paul Hastings Advises Financing Sources for Lucky Strike Entertainment’s $2.125 Billion of Debt Financing - October 9th, 2025
- Paul Hastings Advises the Underwriters in $5 Billion Notes Offering by Lowe’s - September 30th, 2025
- Paul Hastings Advises the Underwriters in Toronto-Dominion Bank’s $750 Million Limited Recourse Capital Notes Offering - September 23rd, 2025
- Paul Hastings Advises SMBC, Citi and Goldman Sachs on $12.1 Billion Committed Financing for Acquisition of Air Lease by Sumisho Air Lease - September 2nd, 2025
- Paul Hastings Advises Bank of America and Goldman Sachs on $9 Billion Committed Financing for Lowe’s Companies’ Acquisition of Foundation Building Materials - August 20th, 2025
- Paul Hastings Advises Trinidad Generation Unlimited on $525 Million Notes Issuance and Concurrent Tender Offer - August 13th, 2025
- Paul Hastings Advises UMH Properties on Sale of Unsecured Bonds in Israel - July 23rd, 2025
- Paul Hastings Advising Financing Sources on Committed Financing for $17.5 Billion Combination Between Waters and BD's Biosciences & Diagnostic Solutions - July 15th, 2025
- Paul Hastings Advises the Initial Purchasers in Lineage’s $500 Million Senior Notes Offering - June 20th, 2025
- Paul Hastings Advises Goldman Sachs on Dentsply Sirona’s $550 Million Notes Offering - June 12th, 2025
- Paul Hastings Advising Goldman Sachs in EOG Resources' $5.6 Billion Acquisition of Encino Energy - May 30th, 2025
- Paul Hastings Advises Underwriters and Dealer Managers on $2.6 Billion Senior Notes Offering and Concurrent Cash Tender Offer by Celanese US Holdings - March 21st, 2025
Insights
- SEC Issues Exemptive Order Expanding Five-Business-Day Relief for Tender and Exchange Offers for Non-Convertible Debt Securities - July 8th, 2026
- SEC Proposes Optional Semiannual Reporting - May 7th, 2026
- SEC Staff Extends Accommodations to File Confidential Draft Registration Statements: A Small Gift for Certain Issuers Under Certain Circumstances - March 6th, 2025