Alan Bannister is a partner in the New York office of Gibson, Dunn & Crutcher and a member of the Firm’s Capital Markets, Global Finance and Securities Regulation and Corporate Governance Practice Groups.

Mr. Bannister concentrates his practice on securities and other corporate transactions, acting for underwriters and issuers (including foreign private issuers), as well as strategic or other investors, in high yield, equity (including ADRs and GDRs), and other securities offerings, including U.S. public offerings, Rule 144A offerings, other private placements and Regulation S offerings, as well as re-capitalizations, NYSE and NASDAQ listings, shareholder rights offerings, spin-offs, PIPEs, exchange offers, other general corporate transactions and other advice regarding compliance with U.S. securities laws, as well as general corporate advice.  Mr. Bannister also advises issuers and underwriters on dual listings in the U.S. and on various exchanges across Europe, Latin America and Asia.

Mr. Bannister also regularly advises companies in connection with cross-border equity tender offers.  In addition, he also advises companies and dealer-managers on liability management transactions (including debt tenders, exchange offers and consent solicitations).  Further, he has extensive corporate and securities experience in connection with corporate restructuring, routinely advising companies, creditors and hedge funds in connection with debt exchange offers, high yield refinancing, rescue rights offerings and other capital infusions (and the related liquidity issues for such investments).

Mr. Bannister regularly advises U.S. and non-U.S. registrants on their reporting obligations under the U.S. Securities Exchange Act of 1934, their obligations under the Sarbanes-Oxley Act, the Dodd Frank Act and stock exchange corporate governance requirements, as well as (for U.S. registrants) advising on other Exchange Act issues relating to Regulation FD, Section 16 and the proxy statement requirements of Regulation 14A.

Mr. Bannister received his Juris Doctor, summa cum laude, from the University of Alabama in 1988, where he was a member of the Order of the Coif, articles editor for the Alabama Law Review and a Hugo Black Scholar.  He received a B.S. (Accounting) from Auburn University in 1984.  Alan is a member of the Board of Trustees for the University of Alabama School of Law Foundation, and is a frequent writer and speaker on securities laws matters.

Recent Representative Transactions

Equity

• Overseas Shipholding Group, Inc.:  $1.5 billion Rights offering, in a PIPE transaction, for a U.S. shipping company as it emerged from bankruptcy and subsequent shelf registration of resale of equity by backstop investors.  (Counsel to group of nine hedge funds acting as backstop investors for offer)
• Investcorp, B.S.C.:  Global Offering of 45,000 ordinary shares, par value $100.00 per share, in the form of Global Depositary Shares, of Investcorp, B.S.C., a boutique alternative investment provider, listed on the London Stock Exchange, involving an offering within the United States in reliance on Rule 144A and an offering outside the United States in reliance on Regulation S.  (Counsel to Issuer)
• KKR:  Represented controlling shareholders of an Irish investment company in its acquisition by KKR, the consideration for which was approximately $200 million of shares of common stock of KKR in a PIPE transaction.
• Alliance Tech Systems, Inc.:  Rule 144A offering of convertible bonds of Alliance Tech Systems, Inc.  (NYSE:  ATK) and shares of common stock of ATK and the establishment of the related SEC-registered re-sale shelf.  (Counsel to Issuer)
• Davide Campari S.p.A.:  Global Offering of 12,705,00 Ordinary Shares of Davide Campari S.p.A., an Italian spirits producer, listed on the Milan Stock exchange and involving an offering inside the United States in reliance on Rule 144A and an offering outside the United States in reliance on Regulation S.  (Counsel the Underwriters)
• Vallar, plc:  Global Offering of 70,000,000 ordinary shares of Vallar, plc, a Jersey special purpose acquisition company focused on the natural resources sector, involving an offering into the United States in reliance on Rule 144A and an offering outside the United States in reliance on Regulation S.  (Counsel to Issuer)
• Zentiva A.S.:  Global Offering of Ordinary Shares, in the form of shares and Global Depositary Shares, of Zentiva A.S., a Czech generic pharmaceuticals manufacturer, listed on the Prague and London Stock Exchanges, involving an offering into the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S.  (Counsel to Issuer)
• SNAM Rate Gas S.p.A.:  Global Offering of 684,000,000 Ordinary Shares of SNAM Rate Gas S.p.A., an Italian LNG transportation network company, listed on the Milan Stock Exchange, involving an offering inside the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S.  (Counsel to Underwriters)
• Oil Insurance Limited:  Global Offering of $600 million Series A Perpetual Preferred Shares of Oil Insurance Limited, a Bermuda captive casualty insurer, listed on the London Stock Exchange, involving an offering in the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S.  (Counsel to Issuer)
• German fiber optics company:  Global Offering of Ordinary Shares of a German fiber optics company registered with the SEC, and listed on the Neur Market of the Frankfurt Stock Exchange and on the NASDAQ.  (Counsel to Issuer)

High Yield and Other Debt

• Paragon Shipping Inc.:  SEC-registered Offering of 8.375% Senior Notes due 2021 by Paragon Shipping Company, a Marshall Island shipping company.  (Counsel to Underwriters)
• Berkshire Hathaway Energy Holdings Company:  Global Offering of $400 million of 1.10% notes due 2017, $350 million of 2.00% notes due 2018, $500 million of 3.75% notes due 2023 and $750 million of 5.15% notes due 2043, involving an offering within the U.S. in reliance on Rule 144A and outside the U.S. in reliance on Regulation S, and the related SEC-registered exchange offer for such notes; in the offering of $2.2 billion Rule 144A/Regulation S 2.375% senior notes due 2021, 2.800% senior notes due 2023, 3.250% senior notes due 2028, 3.800% senior notes due 2048 and 3.800% senior notes due 2048; in the $1.5 billion debt tender offer and consent solicitation; in the public offering of $700 million 3.650% first mortgage bonds due 2048; and the $1 billion Rule 144A/Regulation S offering of 4.450% senior notes due 2049.  (Counsel to Issuer)
• Zayo Group LLC:  Global Offering of $200 million 10.25% Senior Secured Notes due 2017, with SEC registration rights, of Zayo Group LLC, a U.S. telecommunications infrastructure company, and Zayo Capital Inc., involving an offering in the U.S. in reliance on Rule 144A and outside the U.S. in reliance on Regulation S, and the related SEC-registered exchange offer for such notes.  (Counsel to Issuer)
• Alliant Techsystems, Inc.:  Offering of $460 million Subordinated High-Yield Notes of Alliant Techsystems, Inc., involving an offering within the United States in reliance on Rule 144A and the related SEC-registered exchange offer for such notes.  (Counsel to Issuer)
• Northern Natural Gas Company:  Global Offering of $200 million 4.25% Senior Notes due 2021, involving an offering within the U.S. in reliance on Rule 144A and outside the U.S. in reliance on Regulation S, and the related SEC-registered exchange offer for such notes.  (Counsel to Issuer)
• MidAmerican Energy Company:  Public offering of $1.5 billion first mortgage bonds; and establishment of shelf registration statement for equally and ratably secured first mortgage bonds of MidAmerican Energy Company and multiple offerings thereunder.
• Topaz Solar Farms LLC:  Global Offering of $800 million 5.75% Series A Senior Secured Notes due 2039, involving an offering within the U.S. in reliance on Rule 144A and outside the U.S. in reliance on Regulation S, and the related SEC-registered exchange offer for such notes.  (Counsel to Issuer)
• Aker Kvaerner:  Global Offering of €260 million Second Priority Lien High-Yield Notes of Aker Kvaerner, A.S., a Norwegian manufacturer of equipment and solutions to the oil and gas production industry, involving an offering inside the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S.  (Counsel to Issuer)
• IAL:  Global offering of $250 million Senior Subordinated High-Yield Notes by IAL, a Brazilian beef production company, involving an offering into the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S.  (Counsel to Underwriters)
• Waterford Wedgewood p.l.c.:  Global Offering of €166 million Senior Subordinated Secured High-Yield Notes of Waterford Wedgwood p.l.c., a U.K. manufacturer of fine china and crystal, involving an offering inside the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S.  (Counsel to Issuer)
• Kyivstar, G.S.M.:  Global Offering of $175 million Senior High-Yield Notes of Kyivstar, G.S.M., a Ukrainian mobile telecommunications company, involving an offering inside the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S.  (Counsel to Issuer)