Contact Info vCARD

T: +1 212.351.4034
F: +1 212.351.5237

New York Office
200 Park Avenue
New York, NY 10166-0193, USA


​Andrew L. Fabens is a partner in the New York office of Gibson, Dunn & Crutcher.  Mr. Fabens is Co-Chair of Gibson Dunn’s Capital Markets Practice Group and is a member of Gibson Dunn’s Securities Regulation and Corporate Governance Practice Group. 

Mr. Fabens advises companies on long-term and strategic capital planning, disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues and stock exchange listing obligations.  He represents issuers and underwriters in public and private corporate finance transactions, both in the United States and internationally.  His experience encompasses initial public offerings, follow-on equity offerings, investment grade, high-yield and convertible debt offerings and offerings of preferred, hybrid and derivative securities.  In addition, he regularly advises companies and investment banks on corporate and securities law issues, including M&A financing, spinoff transactions and liability management programs. 

Mr. Fabens is ranked as a leading Capital Markets lawyer by Chambers USA: America's Leading Lawyers for Business, The Legal 500 US and Chambers Global: The World's Leading Lawyers for Business.  He is noted as being able to "readily adapt to his client's style, understand what they need and deliver it," that he is "so amazingly even-keeled that nothing throws him," and is a "strong and knowledgeable lawyer" who is very "practical in terms of assessing risk and moving forward."

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

  • The ADT Corporation:  Multiple private offerings of senior notes, including $2.5 billion of senior notes to finance separation from Tyco International.  (Counsel to issuer).
  •, Inc.:  Multiple common stock offerings, including its initial public offering. (Counsel to issuer).
  • Capital One Financial Corporation:  $5.0 billion issuance of mandatorily redeemable senior notes and forward sale of common stock to finance acquisition of ING Direct bank; $875 million issuance of perpetual preferred stock; multiple common stock, senior notes and trust preferred offerings and issuance of preferred stock and warrants to the U.S. Treasury; issuance of subordinated bank notes by Capital One Bank, N.A.  (Counsel to issuer).
  • Celanese Corporation:  Multiple issuances of senior notes.  (Counsel to issuer).
  • Costar Group Inc.:  Common stock offering to finance acquisition of LoopNet, Inc.  (Counsel to issuer).
  • Coty Inc.:  Initial public offering.  (Counsel to issuer).
  • General Electric Company:  Issuance of $7 billion of senior notes and €8 billion of Euro denominated notes.  (Counsel to issuer).
  • General Electric Capital Corporation:  Multiple FDIC-guaranteed debt offerings; retail and institutional medium-term notes and commercial paper programs.   (Counsel to issuer).
  • Heineken N.V.:  Multiple private placements of senior notes, including $3.25 billion issuance of senior notes to finance acquisition of joint venture partner’s interest in Asia Pacific Breweries.  (Counsel to issuer).
  • Hewlett-Packard Company:  Multiple issuances of senior notes.  (Counsel to issuer).
  • Kraft Foods Group, Inc.:  $9.6 billion issuance of senior notes to fund separation from Kraft Foods Inc.
  • Mondelez International, Inc.:  Corporate finance and securities law disclosure matters relating to spinoff of North American grocery business; acquisition of Cadbury plc and issuance of $9.5 billion senior notes; liability-management programs, commercial paper program and issuance of $800 million short-term floating rates notes.  (Counsel to issuer).
  • Noodles & Company:  Initial public offering.  (Counsel to issuer).
  • Pitney Bowes Inc.:  Multiple public offerings of global notes; commercial paper and medium-term note programs.  (Counsel to issuer).
  • Tenet Healthcare Corporation:  Multiple private offerings of senior secured and unsecured notes; multiple tender offers for outstanding notes.  (Counsel to issuer).
  • Thompson Creek Metals Company Inc.:  $200 million issuance of senior notes due 2019 and $220 million issuance of tangible equity units combining amortizing notes with stock purchase contracts in concurrent, dual U.S. and Canadian-registered offerings.
  • United Parcel Service, Inc.:  Multiple senior notes offerings and commencement of medium-term note programs.  (Counsel to underwriters).
  • VMware, Inc.:  Public offering of $4 billion senior notes.  (Counsel to Issuer).


  • Columbia University - 2000 - Juris Doctor
  • University of Michigan - 1989 - Bachelor of Arts


  • New York Bar