|
Rhett Brandon is a senior corporate partner who advises U.S. and overseas clients on a very wide variety of corporate finance, mergers and acquisitions and other complex corporate and transactional matters.
Capital Markets
Experience includes leveraged finance, investment grade debt, initial public offerings, common and preferred equity and convertible and synthetic securities for U.S. domestic and international issuers.
IPO and Other Equity Offerings. Mr. Brandon recently represented the underwriters, led by J.P. Morgan Securities, Barclays Capital and Morgan Stanley, of the initial public offering of Dunkin’ Brands, Inc. He is currently representing the underwriters, led by Goldman, Sachs & Co., Jefferies and Piper Jaffray, of the proposed initial public offering of Dave & Buster’s Entertainment, Inc. and the underwriters, led by FBR and Raymond James, of proposed initial public offerings by Armstrong Energy Inc., an Illinois basin coal producer, and its affiliate, Armstrong Resource Partners, L.P. He has handled IPO transactions and other equity financings for a wide variety of U.S. and non-U.S. companies, including Cinemark, Delek US Holdings, ENI SpA, Geo Group, MeriStar, Harley Davidson and Peabody Energy.
Leveraged Finance. Mr. Brandon’s recent debt and leveraged finance transactions include representation of initial purchasers in connection with:
- a senior notes offering by Gannett Co., Inc., the publisher of USA Today
- a senior notes offering by Dunkin’ Brands, Inc. to refinance previously issued ABS notes and fund a special dividend
- a senior notes offering by Dave & Buster's, Inc., owner and operator of combined dining and entertainment venues in North America, in connection with its acquisition by affiliates of Oak Hill Capital Partners, and a subsequent holdco notes offering by the parent company of Dave & Buster’s Inc. to finance a special dividend
- two senior secured high yield notes offerings by GeoEye, Inc., a provider of satellite and aerial imagery
- a senior secured second lien notes offering by Associated Materials, LLC, a manufacturer and distributor of exterior residential building products in the U.S. and Canada
- a “split lien” senior secured notes offering by Edgen Murray Corporation, a global industrial distributor of specialty steel products to the oil and gas, power, petrochemical and civil construction markets
- a senior subordinated notes offering by Central Garden and Pet Company, a supplier of pet and lawn and garden supplies to major U.S. retailers
M&A
Experience includes public and private M&A, both domestically and cross border.
Recent transactions include representation of:
Peabody Energy Corporation in connection with Peabody’s $1.0 billion spin-off of Patriot Coal Corporation, Peabody’s acquisition of the Australian, Venezuelan and certain U.S. coal operations of German-based RAG Coal International AG and Peabody’s $1.4 billion acquisition of Excel Coal Ltd. in Australia
Qimonda North America in connection with its sale of semi-conductor manufacturing assets to Texas Instruments, Inc. under Section 363 of the Bankruptcy Code
Reed Elsevier and DHL in connection with various public and private M&A transactions
Restructurings; Liability Management
Experience includes corporate restructurings, liability management and de-leveraging transactions such as debt-for-equity exchanges, recapitalizations and asset sales, and advising company boards regarding these matters.
Recent transactions include representation of:
MedQuist Holdings Inc. (formerly CBaySystems Holdings Limited), a provider of clinical documentation services to the U.S. healthcare industry, in connection with a corporate restructuring that involved (i) term loan and mezzanine financings to refinance all of MEDH’s acquisition-related debt and to fund a special dividend to shareholders of MEDH’s majority-owned and NASDAQ-listed subsidiary, MedQuist Inc., (ii) the redomiciliation of MEDH from the British Virgin Islands to Delaware, (iii) the re-listing of MEDH from the London AIM market to NASDAQ, (iv) a privately-negotiated exchange of MEDH common stock for common stock of MedQuist Inc. owned by certain activist shareholders of MedQuist Inc. and an SEC-registered exchange offer of MEDH common stock for common stock of MedQuist Inc. held by public investors that together resulted in an increase in MEDH’s ownership of MedQuist Inc. from 70% to 97%, (v) an initial public offering in the U.S. by MEDH and (vi) the settlement of certain litigation brought by MedQuist Inc. shareholders against MEDH and MedQuist Inc., the terms of which will result in MEDH acquiring 100% ownership of MedQuist Inc.
Doral Financial Corporation, a NYSE-listed financial services company, in connection with successfully completed exchange offers for outstanding shares of four separate classes of preferred stock
Pegasus Solutions, Inc., the world’s largest third-party hotel marketing and reservations provider, in connection with an out-of-court financial restructuring involving first lien debt, second lien debt, senior unsecured debt and common and preferred equity securities
The lender group in connection with a capital restructuring in the form of a debt-for-equity exchange resulting in lenders gaining control of M/C Communications, Inc., a provider of education and medical information to medical professionals.
Pro bono
Mr. Brandon is actively engaged in Simpson Thacher’s pro bono practice and in recent years has served as guardian ad litem in numerous federal court cases involving mentally-disabled residents of adult care facilities in New York. He also advises RAINN, an anti-sexual assault organization. His work for RAINN has included assistance in connection with the establishment by RAINN of the first nationwide, on-line crisis-hotline providing live and anonymous crisis support for victims of sexual assault and their families.
* * *
Mr. Brandon was named by Global Counsel as one of the top fifteen securities law practitioners in New York based upon an independent survey of private practitioners and in-house counsel and was named as one of America’s top 25 capital markets lawyers by Euromoney’s Legal Media Group. He is one of only 22 U.S. lawyers named as “client service MVPs” for delivering superior year-on-year client service in a January 2010 BTI Consulting Group report and based on interviews of general counsel at Fortune 1000 and other large organizations.
Mr. Brandon joined Simpson Thacher in 1980 and became a partner in 1986. From 1983 to 1985 and from 1990 to 1997, he was based in the Firm’s London office. He received his B.A., magna cum laude, from Duke University and his J.D. from Duke University School of Law, where he was a member of the Duke Law Journal.
Honors/Associations
 |
|
| • |
Association of the Bar of the City of New York |
|
| • |
New York State Bar Association |
|
| • |
American Bar Association |
|
| • |
International Bar Association |
|
Publications
Admissions
Education
|
|
| • |
Duke University School of Law, 1979 J.D.
Duke Law Journal |
|
| • |
Duke University, 1976 B.A.
magna cum laude |
|
|
