Andrew Fabens is a partner in the New York office of Gibson, Dunn & Crutcher. He practices in the firm’s Corporate Transactions and Securities Practice Groups. Mr. Fabens advises companies on long-term and strategic capital planning, representing 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, spin-off transactions, liability management programs, disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues and stock exchange listing obligations. Mr. Fabens is included in the 2011 edition of The Legal 500 US and ranked in the 2011 edition of Chambers USA: America’s Leading Lawyers for Business, where he is noted as being able to “readily adapt to his client’s style, understand what they need and deliver it.” He is described as “so amazingly even-keeled that nothing throws him.”
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
- Ancestry.com, 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; 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.
- General Electric Capital Corporation: Multiple FDIC-guaranteed debt offerings; retail and institutional medium-term notes and commercial paper programs; counsel to issuer.
- Hewlett-Packard Company: Issuance of $4.6 billion of senior unsecured notes to finance, in part, the acquisition of Autonomy Corporation plc; multiple other senior notes offerings; counsel to issuer.
- Kraft Foods Inc.: Corporate finance and securities law disclosure matters relating to proposed spin-off 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.
- Pfizer Investment Capital, p.l.c.: $1.0 billion private offering of extendible short-term notes; counsel to issuer.
- Pitney Bowes Inc.: Multiple U.S. public offerings of global notes; commercial paper and medium-term note programs; counsel to issuer.
- Tenet Healthcare Corporation: $900 million senior secured notes offering and tender offer for outstanding notes; counsel to issuer.
- Tyco International Ltd.: Multiple senior notes offerings and spin-off of Covidien Ltd. and Tyco Electronics Ltd.; counsel to issuer.
- United Parcel Service, Inc.: Multiple senior notes offerings and commencement of medium-term note programs; counsel to underwriters.
- Vale S.A.: Multiple U.S. public offerings of mandatorily convertible notes; counsel to underwriters.