Brian Dearing

Associate, London

Biography

Overview

Brian Dearing is an associate in the Firm's Capital Markets Group in London.

His experience includes representing investment banks, private equity sponsors and companies in connection with international securities offerings, including high yield bond offerings and other Rule 144A and Regulation S debt offerings, as well as working on private placements, restructurings, liability management exercises, and corporate governance matters.

Bars and Courts
New York State Bar
Education
MCL
University of Cambridge
JD
University of Michigan Law School
BA
Adrian College
Languages
English

Experience

£575 million high yield issuance by The Very Group
Advised J.P. Morgan, Barclays, HSBC, BNP Paribas, Morgan Stanley and SEB, as initial purchasers, in connection with the Rule 144A/Regulation S offering of £575 million 6.50% senior secured notes due 2026 by The Very Group Funding plc. The Very Group is the UK's largest integrated pureplay digital retailer and financial services provider. They operate an integrated retail and financial services business model, benefitting from a retail history of more than 100 years and a consumer finance legacy spanning more than 89 years.

Update and drawdown under $20 billion US Medium-Term Note Program by Handelsbanken
Represented Svenska Handelsbanken AB (publ) on the update of its $20 billion U.S. Medium-Term Note Program and subsequent issuance of $1.25 billion 0.550% Senior Preferred Notes and $1 billion Senior Non-Preferred iced Rate Reset Notes under the program.

€650 million high yield issuance by Cedacri
Advised J.P. Morgan, Goldman Sachs and UniCredit, as initial purchasers, in connection with the Rule 144A/Regulation S offering of €650 million senior secured floating rate notes due 2028 by Cedacri Mergeco S.p.A. Cedacri is an industry-leading technology company providing core banking software, digital infrastructure, solutions and other IT services predominantly to the Italian market.

$350 million high yield issuance by ION Analytics
Advised J.P. Morgan and Standard Chartered Bank, as initial purchasers, in connection with the Rule 144A/Regulation S offering of $350 million 5.000% senior secured notes due 2028 by Acuris Finance US, Inc and Acuris Finance S.à r.l. (ION Analytics). ION Analytics is comprised of two prominent names in capital markets data, content and intelligence: Dealogic and Acuris, providing proprietary analytics and insights, through integrated data and workflow software for financial markets participants.

$450 million high yield issuance by ION Markets
Advised Credit Suisse and Standard Chartered Bank, as initial purchasers, in connection with the Rule 144A/Regulation S offering of $450 million 5.750% senior secured notes due 2028 by ION Trading Technologies S.à r.l. (ION Markets). ION Markets provides software, data and analytics for the trading operations of financial market participants.

$350 million high yield issuance by ION Corporates
Advised Credit Suisse and Standard Chartered Bank, as initial purchasers, in connection with the Rule 144A/Regulation S offering of $350 million 4.625% senior secured notes due 2028 by Helios Software Holdings, Inc. and ION Corporate Solutions Finance S.à r.l. (ION Corporates). ION Corporates is an industry-leading global technology company that provides mission-critical software, data and analytics for the treasury management and commodities operations of businesses.

$650 million high yield issuance by Seplat Petroleum Development Company Plc
Advised Citigroup, J.P. Morgan, Standard Bank and Standard Chartered Bank, as initial purchasers, in connection with the Rule 144A/Regulation S offering of $650 million senior notes due 2026 by Seplat. Seplat is Nigeria's leading indigenous energy company. The company is listed on the Premium Board of the Nigerian Stock Exchange and the Main Market of the London Stock Exchange.

Europcar Mobility Group's Financial Restructuring
Advised the majority of revolving credit facility debt holders, including financial institutions and investment funds, on Europcar Mobility Group's financial restructuring and subsequent accelerated financial safeguard. Specifically focused on analyzing Europcar's outstanding bond indebtedness.

€100 million high yield issuance by Assemblin Financing AB (publ)
Advised Deutsche Bank Aktiengesellschaft and Nordea Bank Abp, as initial purchasers, on the issuance by Assemblin Financing AB of €100 million additional senior secured floating rate notes due 2025 to fund the acquisition of Fidelix Holding Oy.

Vallourec's Financial Restructuring
Advised the ad hoc group of bondholders and revolving credit facility debt holders, led by Apollo, SVP, Bybrook and M&G, on the financial restructuring of Vallourec. Specifically focused on analyzing the outstanding bond indebtedness and negotiating the restated bond covenants and indenture.

Senior PIK notes issuance
Advised the issuer in connection with the issuance of senior PIK notes sold in connection with the acquisition, by a major private equity fund, of an Italian manufacturing company.

€1,280 million high yield issuance by Sofima Holding S.p.A.
Represented Sofima on its issuance of €830 million 3.75% Senior Secured Notes due 2028 and €450 million Floating Rate Senior Secured Notes due 2028. The financing was part of the broader acquisition by BC Partners LLP of an approximately 45% stake in Sofima Holding S.p.A., the holding company that controls IMA S.p.A., an Italian publicly traded company and world leader in the design and production of automatic machines for the processing and packaging of pharmaceuticals, cosmetic, food, tea, coffee and tobacco.

Dual tranche $400 million and €400 million high yield issuance by OCI N.V.
Advised Barclays, BofA, HSBC, and the other Initial Purchasers, on the issuance by OCI N.V. of $400 million 4.625% Senior Secured Notes due 2025 and €400 million 3.625% Senior Secured Notes due 2025. OCI N.V. is a global producer and distributor of natural gas-based fertilizers and industrial chemicals based in the Netherlands with significant operations across the US, Europe and the Middle East.

€250 million high yield issuance by Assemblin Financing AB
Advised Deutsche Bank AG, London Branch and Nordea Bank Abp, as initial purchasers, on the issuance by Assemblin Financing AB of €250 million senior secured floating rate notes due 2025 and the establishment of new super senior revolving credit and guarantee facilities and a new pension guarantee facility.

€700 million high yield issuance by Faurecia
Advised BNP Paribas, Natixis and Société Générale, as joint global coordinators, and CM-CIC, Commerzbank and Santander as joint bookrunners, on the €700 million offering of 2.625% senior notes due 2027 by Faurecia, a French automotive parts manufacturer.

$1.1 billion (equivalent) high yield issuance by OCI N.V.
Advised the initial purchasers in connection with the Rule 144A/Regulation S offering of US$1.1 billion (equivalent) senior secured notes due 2024 by OCI N.V. The Issuer is a global producer and distributor of natural gas-based fertilizers and industrial chemicals based in the Netherlands with significant operations across the US, Europe and the Middle East.

€650 million high yield issuance by Fnac Darty S.A.
Advised BNP Paribas, Crédit Agricole CIB and Natixis, as joint global coordinators and joint bookrunners, and Société Générale, as joint bookrunner, and Banco Sabadell, BBVA, CM-CIC Market Solutions and KBC Bank as Co-Managers, on Fnac Darty S.A.'s offering of €300 million Senior Notes due 2024 and €350 million Senior Notes due 2026. Fnac Darty S.A. is a retailer of entertainment and leisure products and consumer electronics.

€1,300 million high yield issuance by Rossini S.à r.l. to acquire a 51.8% stake in Recordati, 2018
Advised an investment consortium led by CVC Capital Partners, including PSP Investments and StepStone, on an offering of €650 million Senior Secured Floating Rate Notes due 2025 and €650 million 6.750% Senior Secured Fixed Rate Notes due 2025, issued in conjunction with the acquisition from the Recordati family of the holding company that owns a 51.8% stake in the Italian pharmaceutical group Recordati.

€120 Million high yield issuance by Louvre Bidco SAS to acquire DSO SAS, 2018
Represented Credit Suisse Securities (Europe) Limited and Société Générale, as joint global coordinators and joint bookrunners, and KKR Capital Markets Limited, as joint bookrunner, on the €120 million offering of Senior Secured Floating Rate Notes due 2024 by Louvre Bidco SAS, a subsidiary of funds advised by BC Partners, to finance the acquisition of DSO SAS.

€500 million and $750 million high yield issuance by International Game Technology PLC, 2018
Represented International Game Technology PLC, on its issuance of €500 million 3.500% Senior Secured Notes due 2024 and $750 million 6.250% Senior Secured Notes due 2027. International Game Technology PLC is the world’s largest end to end gaming company (by revenue), with leading market positions in North America and Italy and the most extensive gaming content library in the world.

€225 million high yield issuance by Gamenet Group S.p.A., 2018
Represented Gamenet Group S.p.A. on its issuance of €225,000,000 Senior Secured Floating Rate Notes due 2023. Gamenet Group S.p.A. is one of the main operators in the regulated gaming sector in Italy in terms of revenues.

€250 million high yield issuance by Piaggio & C. S.p.A., 2018
Represented Piaggio & C. S.p.A. on its issuance of €250,000,000 3.625% Senior Notes due 2025. Piaggio is Europe’s largest manufacturer, and the region’s current and historical number one choice for, two-wheeled motor vehicles under their internationally recognized brands Vespa, Piaggio, Aprilia, Moto Guzzi, Gilera, Scarabeo and Derbi.

€350 million high yield issuance by Seplat Petroleum Development Company Plc, 2018
Advised Citi, Standard Bank and Standard Chartered as Global Coordinators in connection with the issuance of $350 million 9.25% Senior High Yield Notes due 2023 by Seplat Petroleum Development Company Plc, a Nigerian oil and gas exploration and production company, issued pursuant to Rule 144A and Regulation S under the Securities Act.

€325 million high yield issuance by C.M.C. di Ravenna, 2017
Advised BNP Paribas, UniCredit Bank, Banka Akros - Gruppo Banco BPM and Banca IMI, as Initial Purchasers, on US federal, NY State and Italian law aspects of the issuance of €325 million 6.00 percent senior notes due 2023 by Cooperativa Muratori & Cementisti - C.M.C. di Ravenna Società Cooperativa, issued pursuant to Rule 144A and Regulation S under the Securities Act.

€7.3 billion high yield issuance by Wind Tre S.p.A., 2017
Represented Wind Tre S.p.A. on its €7.3 billion issuance of high yield senior secured notes, in a combination of euro-denominated fixed and floating rate notes and dollar-denominated fixed rate notes, issued pursuant to Rule 144A and Regulation S, and on a new €3.4 billion senior facilities agreement consisting of a €3 billion amortizing term loan and a €400 million revolving credit facility.

Update and drawdown under $20 billion US Medium-Term Note Program by Handelsbanken, 2017
Represented Svenska Handelsbanken AB (publ) on the update of its $20 billion U.S. Medium-Term Note Program and subsequent issuance of $1 billion 1.95% Notes and $500 million Floating Rate Notes under the program.

Initial Public Offering of Play, 2017
Advised Play Communications S.A., as Issuer, and its shareholders in connection with Play Communications S.A.'s initial public offering on the Warsaw Stock Exchange. The IPO valued the company at €4 billion (PLN 16 billion). Play shares were listed on July 27, 2017. Upon issuance, it was the largest ever non-privatisation IPO of a Polish company, the largest IPO in the telecommunications sector in Europe since June 2015, and one of the five largest ever Polish IPOs.

$1,350 million high yield issuance by Wynn Macua, Limited, 2017
Advised the Initial Purchasers, on the Rule 144A/Regulation S $1,350 million offering comprised of $600 million 4.875% Senior Notes due 2024 and $750 million 5.500% Senior Notes due 2027 by Wynn Macau, Limited.

€250 million high yield issuance by C.M.C. di Ravenna, 2017
Advised BNP Paribas, UniCredit Bank, Banka Akros - Gruppo Banco BPM and Banca IMI, as Initial Purchasers, on US federal, NY State and Italian law aspects of the issuance of €250 million 6.875 percent senior notes due 2022 by Cooperativa Muratori & Cementisti - C.M.C. di Ravenna Società Cooperativa, issued pursuant to Rule 144A and Regulation S under the Securities Act.

Rhône Capital investment in VistaJet, 2017
Advised global private equity firm Rhône Capital LLC on its US$150 million preferred equity investment, through affiliated investment funds, in VistaJet.

$650 million high yield issuance by Petra Diamonds, 2017
Represented Barclays Bank PLC and RBC Capital Markets, LLC as joint global coordinators and joint bookrunners and BMO Capital Markets Corp. as a joint bookrunner, on the Rule 144A/Regulation S offering of US$650,000,000 7.25 per cent. senior secured second lien notes due 2022 by Petra Diamonds.

Bridgepoint's acquisition of Zenith, 2017
Advised Bridgepoint on its £425 million term loan B financing (and £110 million undrawn facilities) for the acquisition of Zenith – the largest ever Sterling unitranche financing.

$800 million high yield issuance by IHS, 2016
Advised IHS Netherlands Holdco B.V. on its issue of US$800 million senior notes due 2021. The issuer is a leading operator of telecommunications towers in Nigeria. The offering was made in conjunction with a tender offer for existing notes issued by a subsidiary of the issuer.

Initial Public Offering of Parques Reunidos, 2016
Advised Parques Reunidos Servicios Centrales, S.A., in connection with its €525 million initial public offering and listing on the Spanish Stock Exchanges.

$1.75 billion benchmark bond for the Republic of Poland, 2016
Advised the Republic of Poland on its issuance of a US$1.75 billion ten-year benchmark bond. The offering was registered with the United States Securities and Exchange Commission under Poland's shelf registration statement.

Publications

Overview: Company, Insolvency, and Receivership Law, Cambridge Journal of International and Comparative Law, 2015