Professional Experience
Andrew F. Fowler's practice focuses on transactional, securities law and general corporate matters. He has acted as deal counsel on transactions aggregating well over $80 billion over the past decade. Mr. Fowler represents U.S. and international issuers and financial institutions in a wide variety of public and private capital markets offerings, general corporate, governance and SEC reporting issues. His expertise includes structuring and leading offerings of straight, high yield and convertible debt, initial public offerings, secondary equity offerings, pre-IPO and venture financings, Reg D offerings, and other public and private equity and debt offerings. He also represents issuers and investment banks on exchange offers, infrastructure project financings as well as complex structured and secured debt issues.
Mr. Fowler handles finance and securities aspects of bankruptcies and in and out of court corporate restructurings and distressed debt financing workouts. He routinely advises US and international clients with respect to corporate governance, liability management, Sarbanes Oxley compliance, SEC periodic reporting, issues under the Investment Company Act of 1940 and other securities law and corporate matters.
Mr. Fowler acted as long term pro bono counsel to a consortium including the Red Cross, UJA Federation and Catholic Charities, among others, as they coordinated efforts to help those affected by the September 11 Attacks. He also has experience with charter school formation and the legal issues faced by colleges and other educational institutions.
Prior to joining Gray Haile LLP, Mr. Fowler spent the bulk of his career affiliated with Skadden, Arps, Slate, Meagher & Flom LLP and Milbank, Tweed, Hadley & McCloy LLP.
Education
J.D., cum laude, Cornell University, 1998
B.A., History, high honors, Bard College, 1995
Bar Admissions
State of New York
Representative Matters
DEBT CAPITAL MARKETS
144A/Reg S and 4(2) Debt Offerings
- Counsel to a leading investment bank as the initial purchaser/lender in (i) a proposed placement of up to $450 million of high yield notes and/or a bridge loan for an issuer in the flash memory chip industry, (ii) a proposed project bond offering for a domestic electrical transmission project and (iii) in a proposed placement of several hundred million dollars of high yield notes to fund a multi-billion-dollar acquisition by an company in the apparel sector
- Designated underwriters’ counsel for numerous successive 144A/Reg S senior notes offerings by Verizon Wireless and related entities, totaling an aggregate of over $9 billion of debt securities
- Initial Purchasers’ counsel for a $750 million senior notes issuance by Telemar Norte Leste S.A, one of the largest land and cellular and land line phone companies in Brazil
- Counsel to a leading European Solar technology company in its proposed offering of high yield bonds
- Counsel to one of the world’s largest oil well services companies on offerings of an aggregate of over $2.5 billion of notes with registration rights
- Counsel to the initial purchasers in an offering of USD$254 million and Canadian$30 million of Structured Secured Notes by an Alinda Capital Partners portfolio company; later appointed deal counsel and then investor counsel when offering was restructured into a 4(2) placement to insurance companies and other institutional accredited investors
- Represented the initial purchasers in an issuance of $327 million senior secured structured project bonds issued by Lea Power Partners offered under 144A and Reg S to finance construction of a 604 Megawatt natural gas-fired combined-cycle power plant in Hobbs, New Mexico. The transaction was recognized as the North America project bond deal of the year for 2007
Registered Debt Offerings
- Issuer’s counsel to Export Development Canada, The Government of Canada’s crown corporation export development bank on eight SEC-registered global debt offerings with an aggregate transaction value of nearly $9 billion
- Designated underwriter’s counsel on the debut SEC-registered offering of $750 million of Senior Notes by the New York Stock Exchange
- Designated underwriters’ counsel for an aggregate of $2.75 billion of SEC-registered senior notes offered by Verizon Communications Inc.
INITIAL PUBLIC OFFERINGS AND EQUITY OFFERINGS
- Issuer’s counsel to AerCap Holdings N.V., a major Netherlands-based global aviation company, with respect to its $412 million IPO listed on the NYSE (The transaction was recognized as “European Deal of the Year” for 2006 by AirFinance Journal), as well as AerCap’s $518 million secondary equity offering
- Underwriter’s counsel for a proposed initial public offering for a Cerberus portfolio company focusing on military services contracting and related security issues
- Underwriters’ counsel on a proposed initial public offering by a major aircraft component manufacturer portfolio company controlled by The Carlyle Group
- Underwriters’ counsel to a syndicate led by UBS Investment Bank (“UBS”), in the approximately $250 million initial public offering by WorldSpace Inc., with an accompanying listing on Nasdaq
- Represented UBS as financial advisor in the acquisition by XM Satellite Radio of 1,562,500 shares of Class A Common stock for $25,000,000 and warrants for stock equal to $37,500,000 in a strategic investment
- Underwriters’ counsel to a syndicate led by UBS in the approximately $100 million initial public offering and $92 million follow-on and secondary offering by ORBCOMM Inc. with a listing on Nasdaq
- Issuer’s security and general corporate counsel to Bucyrus Inc., and private equity fund counsel to controlling holder American Industrial Partners, in Bucyrus Inc.’s initial public offering of $190 million and follow on pure secondary equity offering of $200 million
GENERAL CORPORATE, GOVERNANCE AND SEC REPORTING
- Issuer’s counsel to The Government of Canada and its crown corporation export development bank, EDC, on various reporting and transactional matters including dealing with SEC on periodic reporting and compliance
- Issuer’s general outside corporate and securities counsel to one of the largest oil and gas land drilling contractors worldwide, with key roles including negotiating with and responding to issues raised by the SEC and NYSE and addressing periodic reporting and compliance obligations under the 1934 Act, including drafting disclosure for Form 10-K, Form 10-Q, Proxy and 8-K filings as well as S-8 filings and addressing matters related to Forms 3, 4 and 5. Counsel on board issues, key liability and publicity management issues and supervised redemption of over $700 million in outstanding notes
- Issuer’s general outside corporate and securities counsel to a major Netherlands-based global aviation company, with roles including counseling on ongoing 1934 Act reporting issues and confidential treatment requests, SEC negotiations and related reporting matters on Forms 20-F and 6-K
- Designed, implemented and improved NYSE, Nasdaq and SEC-compliant trading policies, communication systems and corporate governance and control frameworks for several large public companies and foreign private issuers
PRIVATE EQUITY AND VENTURE CAPITAL
- Placement agent’s counsel to UBS in the private placement of approximately $155 million of structured senior convertible notes with IPO registration rights for WorldSpace Inc., a satellite radio company
- Placement agent’s counsel to UBS in the private placement by ORBCOMM Inc. of approximately $72.5 million in aggregate principal amount of a combination of structured convertible notes with IPO registration rights, warrants to purchase shares of common stock and shares of preferred stock to a consortium of private equity investors
- Deal counsel and financial advisor’s counsel on an offering of $225 million of pre-IPO structured convertible notes with high yield characteristics for an emerging jet aircraft manufacturer; counseled on a series of subsequent note amendments, proposed rescue financings and workout negotiations
- Issuer’s counsel to an emerging drug development company in its 4(2) private placement of approximately $40 million in equity to a consortium of private equity investors
- Counsel to Thomas H. Lee Partners in a rights offering and related bridge financing for a “rescue round” for a distressed portfolio company
RESTRUCTURINGS AND WORKOUTS
- Counsel to the lead investor in its renegotiation of the terms of a $75 million mezzanine investment in an oil well services company
- Deal counsel to a prominent investment bank and a natural gas terminal project development company and affiliated entities with respect to various proposed interim bridge financing and restructuring measures, including renegotiation of terms of privately placed convertible notes with high yield characteristics in an out of court restructuring, including a 3(a)(9) exchange offer and associated new securities issuances
- Issuer’s counsel to a REIT in its renegotiation and exchange of two tranches of its Trust Offered Preferred Securities for approximately $60 million of junior subordinated notes
- Issuer's securities and general corporate counsel to Owens Corning, Gen-Tek, Inc, Sterling Chemicals, Inc. and Warnaco, Inc. on their respective Chapter 11 Plans, successful emergences from bankruptcy and related issuances of debt and equity
- Issuer's counsel to a manufacturing company in connection with all aspects of an out-of-court restructuring and 3(a)(9) exchange offer for its high yield bonds
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