Adding a US tranche to a public offer
Produced in partnership with John Satory of Paul, Weiss, Rifkind, Wharton & Garrison LLP
Adding a US tranche to a public offer

The following Corporate guidance note Produced in partnership with John Satory of Paul, Weiss, Rifkind, Wharton & Garrison LLP provides comprehensive and up to date legal information covering:

  • Adding a US tranche to a public offer
  • Rule 144A and Regulation S
  • Factors driving disclosure considerations
  • Other regulatory considerations impacting who can or will purchase the offered securities
  • Financial intermediaries who can offer the securities in the US
  • Will US investors expect to hold the securities of a non-US company directly or in the form of American Depositary Receipts?
  • Restrictions needed to be imposed on publicity
  • The role of the US advisers

This Practice Note provides an introduction to the legal matters that should be considered in connection with a company extending a public offer of securities to investors in the United States of America (US), including:

  1. the available exemptions from SEC registration

  2. the factors that drive disclosure

  3. other regulatory considerations that impact on who can or will purchase the offered securities, eg:

    1. the US Investment Company Act of 1940

    2. the Employee Retirement Income Security Act of 1974

    3. US tax rules

    4. the US Securities Exchange Act of 1934

  4. the financial intermediaries that are able to offer the securities in the United States

  5. whether the US investors expect to hold the securities of the non-US issuer directly or in the form of American Depositary Receipts

  6. the restrictions that need to be imposed on publicity

  7. the role of any US advisers

A company and its advisers may carry out a placement of securities in the US in various ways, eg:

  1. an offer into the US market, side-by-side with a public offer in the UK and/or other European markets

  2. a rights issue in which there are substantial US shareholders, or where there is a desire to sell to US persons as part of a standby underwriting commitment

  3. a private placement to US persons, either alone or together with a UK and/or European issue

  4. a M&A-related securities