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ThomasRice

Thomas J. Rice

Partner
Baker & McKenzie LLP

Biography

Thomas Rice is a member of the Firm's Transactional Practice Group in the New York office. He previously served as a member of the Firm's Global Capital Markets Steering Committee.

While in law school, Thomas served on the Moot Court Board from 1983 to 1984 and was a Moot Court Editor from 1984 to 1985.

Practice Focus

Thomas focuses his practice on capital markets, corporate governance and mergers and acquisitions, counseling clients in a variety of industries including healthcare, publishing and manufacturing. He represents domestic and international business entities in SEC disclosure matters, institutional private placements, investments, mergers and acquisitions, asset sales, and equity offerings.

Representative Legal Matters

  • Represented a leading sovereign wealth fund investor in multiple fund investments with leading global private equity fund sponsors.
  • Represented South Asia based satellite television company in its USD 273 million initial public offering on the Nasdaq Stock Market (conducted via an exchange offer with a SPAC).
  • Represented a leading US publishing and education company in a USD 575 million asset sale transaction with a US public company strategic acquirer. 
  • Represented NYSE listed health care company in a USD 550 million asset sale transaction with a US public company strategic acquirer.
  • Represented a global health care company in its conversion from a KGaA (a hybrid partnership/ corporate entity) to an AG (a stock corporation). The transaction required, among other items, an SEC registration statement on Form F-4 covering the issuance of more than 199 million shares with an aggregate value in excess of USD 8.4 billion. 
  • Represented a leading US publishing and education group in its acquisition of all the economic interests and 25% of the voting interests in a leading independent creator, producer, and distributor of premium children’s content, for USD 182 million. 
  • Represented a leading US publishing and education company in multiple equity self-tender offers conducted under US federal securities laws.
  • Represented a New York based ETF fund manager in connection with the sale of equity to a San Francisco and New York based private equity fund manager and in an accompanying issuer self-tender transaction.
  • Represented a global healthcare company in connection with its offer and sale of USD 1 billion aggregate principal amount of 2.375% Notes due 2031 pursuant to Rule 144A and Regulation S under the Securities Act of 1933.
  • Represented a private holding company in connection with sale of all of the shares of its wholly owned HVAC subsidiary to a private equity portfolio company.

Admissions

  • New York~United States (1986)

Education

  • New York University School of Law (J.D.) (1985)
  • Yale University (B.A., summa cum laude, Phi Beta Kappa) (1982)

Languages

  • English

Publications

  • Co-author, "New Direction in SEC Policy Expands Disclosure Requirements Foreign Issuers Face in the United States," The Metropolitan Corporate Counsel, 2001
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