Thomas Vita
Thomas Vita is a New York-qualified corporate finance lawyer based in London. He leads the US corporate finance team in London, which specialises in US legal advice in international securities offerings, M&A transactions and other corporate finance matters.
Tom has extensive experience in international securities transactions, including initial public and follow-on SEC registered and Rule 144A offerings, investment grade and high-yield debt issues, privatisations, tender offers, exchange offers and rights offerings. Tom has represented leading global investment banks and issuers on transactions in the United States, the United Kingdom, continental Europe, Latin America, the Middle East and Africa.
Practice Area
Panel
- Contributing Author
Qualified Year
- 1989
Qualification
- New York Bar
Education
- University of Chicago Law School
- Yale University
2 Contributions by Thomas Vita
PRACTICE NOTES
Adding a Rule 144A tranche to a London Stock Exchange Main Market IPO: diligence, disclosure, financial, documentation and publicity issues when marketing to US QIBs
Rule 144A has operated since April 1990. This Practice Note examines the key legal issues when assessing whether to add a so‑called 'Rule 144A tranche' to a company's Main Market initial public offer (IPO). It also considers further points that arise when a company weighs up accessing the US market by offering and selling shares to 'qualified institutional buyers' as defined in Rule 144A in connection with its Main Market IPO.
What is a Rule 144A tranche?
There are several ways for a company to extend the initial admission of its securities to listing on the Official List of the Financial Conduct Authority (FCA) and to trading on the main market for listed securities of the London Stock Exchange (Main Market) (initial public offer or IPO) to investors in the US, eg by means of:
a public offering in the US (a structure that is presently fairly rare);
what is commonly referred to as a US private placement.
See Practice Note: Adding a US tranche to a public offer...
Corporate
PRACTICE NOTES
US Regulation S explained for UK capital markets lawyers: safe harbours, offshore transactions, directed selling efforts, resale rules and LSE settlement practice
This Practice Note offers a concise overview of the principal features of Regulation S and the practical considerations of relying on Regulation S for English and other non‑US lawyers; it is not intended as an exhaustive discussion of Regulation S.
Background and scope of Regulation S
Adopted in 1990, Regulation S was introduced to clarify the extraterritorial reach of the registration and prospectus delivery obligations under the US Securities Act of 1933, as amended (the Securities Act).
The rule rests on a straightforward principle: any offer or sale of securities conducted within the United States of America (United States) is potentially subject to the registration and prospectus delivery requirements of Section 5 of the Securities Act (Section 5), while any offer or sale made outside the United States is not.
Putting that premise into practice for international offerings is more complex.
Regulation S sets out two non‑exclusive safe harbours for particular transactions: one primarily for issuers and distributors of securities, and another for resales of securities.
Offers and sales that satisfy all requirements of the relevant safe harbour are deemed to occur outside the United States and,...
Corporate
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