AFS Represented Ramaco Resources in High-Level, Three-Prong Public Financing

ArentFox Schiff advised Ramaco Resources, Inc., an operator and developer of high-quality, low-cost metallurgical coal and a developing producer of coal, rare earth, and critical minerals, in a novel, three-pronged registered public financing — requiring the utmost sophistication in securities law — with gross proceeds of $345 million.

The public financing, led by Goldman Sachs and Morgan Stanley, involved the offer and sale of convertible debt that including the underwritten public offering of convertible senior notes, a concurrent registered public “delta” offering of borrowed Class A common stock to facilitate hedging by certain note investors, and the execution of privately negotiated capped call transactions to limit Ramaco’s potential dilution and/or offset cash payments above par upon conversion.

The AFS team was led by Partner Ralph V. De Martino and included 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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