Andrew Fabens is a partner in the New York office of Gibson, Dunn & Crutcher LLP.  He practices in the firm's Corporate Department and its Corporate Transactions and Securities Practice Group.  Mr. Fabens represents underwriters and issuers in public and private corporate finance transactions, in both U.S. and international markets. His experience encompasses initial public offerings, follow-on equity offerings, investment grade, high-yield and convertible debt offerings and offerings of preferred and hybrid securities. In addition, he regularly advises companies and investment banks on corporate and securities law issues, including liability management programs, spin-off transactions, disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues and stock exchange listing obligations.

Mr. Fabens earned his Juris Doctor from Columbia Law School in 2000.  He earned a Bachelor of Arts, cum laude, from the University of Michigan in 1989.

Representative Transactions

• Kraft Foods.:  Represented issuer in connection with its acquisition of Cadbury plc and issuance of $9.5 billion senior notes.
• Capital One Financial Corporation:  Represented issuer in subordinated bank notes offering, in multiple common stock, senior notes and trust preferred offerings and in connection with issuance of preferred stock and warrants to the U.S. Treasury.
• Belo Corp.:  Represented issuer in connection with public offering of 8.00% Senior Notes.
• Vale S.A.:  Represented underwriters in multiple U.S. public offerings of mandatorily convertible notes.
• Pitney Bowes Inc.:  Represent issuer in multiple U.S. public offerings of global notes.
• General Electric Capital Corporation:  Represented issuer in multiple FDIC-guaranteed debt offerings and in connection with retail and institutional medium-term notes programs.
• United Parcel Service, Inc.:  Represented underwriters in multiple senior notes offerings and in commencement of medium term note programs.
• Covidien Ltd.:  Represented issuer in $2.75 billion Rule 144A/Reg S senior notes offering; represented Tyco International Ltd. in spin-off of Covidien Ltd. and Tyco Electronics Ltd.
• Coeur d'Alene Mines Corporation:  Represented issuer in registered direct offering of $50 million senior secured convertible notes and $25 million warrants to purchase convertible notes.
• Critical Homecare Solutions Holdings: Represented underwriters in proposed initial public offering of common stock.
• Power-One, Inc.:  Represented initial purchaser in private placement of $75 million senior secured convertible notes.
• Pfizer Investment Capital, p.l.c.:  Represented issuers in $1.0 billion private offering of extendible short-term notes.
• Sagicor Finance Limited:  Represented initial purchasers in Rule 144A/Reg S notes offering.
• Fluor Corporation:  Represented issuer in at-the-market offering of common stock.
• Government of Jamaica:  Represented underwriters in multiple U.S. public offerings of notes by the government of Jamaica.
• Air Jamaica:  Represented initial purchaser in Rule 144A/Reg S offering of amortizing notes guaranteed by the government of Jamaica.
• TBS International Limited:  Represented issuer in initial public offering and in follow-on offering of common shares.
• The Advisory Board Company:  Represented issuer in multiple securities offerings.
• TNS, Inc.:  Represented underwriters in multiple secondary offerings of common stock and dealer-manager in Dutch auction repurchase of common stock.
• EnerSys:  Represented issuer in initial public offering of common stock.