Andrew F. Fowler

Andrew F. Fowler is a partner active in the Firm’s Aviation, Corporate, Finance and Securities and Capital Markets groups. He has acted for transactions aggregating well over $100 billion. He has notable experience with aviation finance matters and has represented lessors, underwriters and other market players in numerous aircraft portfolio securitizations, equity offerings, loans, structured financings, JVs and secured loans. A number of his Aviation transactions have been named “Deals of the Year” or received other accolades.

Andrew also represents issuers and financial institutions on public and private capital markets offerings, general corporate, governance and SEC reporting issues. His experience includes straight, high-yield and convertible debt, IPOs, secondary equity offerings, pre-IPO and venture financings, Reg D offerings, exchange offers, and other public and private equity and debt offerings. He also represents issuers and investment banks on infrastructure project financings and other complex structured and secured debt issues.

Andrew handles finance and securities aspects of bankruptcies, in- and out-of-court corporate restructurings, and distressed debt workouts. He advises on 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.

Prior to joining Hughes Hubbard & Reed LLP, Andrew spent the bulk of his career affiliated with Skadden, Arps, Slate, Meagher & Flom LLP and Milbank LLP.

As part of his pro bono work, Andrew advised 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.

Aviation

• Representation of Hawaiian Airlines Inc. in a $262 million EETC offering
• Representation of Mizuho Securities USA in a $529 million asset-backed securitization for Irish aircraft lessor Goshawk Aviation
• Representation of BNP Paribas Securities Corp. in connection with a $189 million aircraft asset-backed securitization (ABS) for Vx Capital Partners, a cargo aircraft management and leasing firm
• Representation of Citigroup in connection with a $911 million aircraft asset-backed securitization (ABS) by Castlelake, an investment firm specializing in aircraft
• Representation of Air Lease Corporation in connection with a $555 million asset-backed securitization (ABS) that launched Air Lease’s Thunderbolt II platform
• Representation of Wells Fargo Securities LLC as sole structuring agent and joint bookrunner in a $768 million asset-backed securitization for Sapphire Aviation Finance I, to be serviced by international aircraft leasing firm Avolon
• Representation of Wells Fargo Bank N.A. as security trustee and operating bank in connection with METAL 2017-1, the debut $605.5 million asset backed securitization (ABS) for Dublin aircraft leasing company, Aergo Capital, to finance the purchase of 26 aircraft
• Representation of aircraft lessor Air Lease Corporation (“ALC”) and the issuers in connection with a $344.7 million offering that launched ALC's Thunderbolt platform
• Representation of aircraft lessor Blackbird Capital I in an $800 million aircraft lease ABS securitization, the proceeds of which will be used by Blackbird to acquire a portfolio of 19 aircraft
• Issuer’s counsel to AerCap Holdings NV, 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” by Airfinance Journal), as well as AerCap’s $518 million secondary equity offering
• Representation of Wells Fargo Bank as trustee and security trustee in connection with a $916 million aircraft securitization by Castlelake, an investment firm specializing in aircraft
• Representation of a consortium of banks as joint bookrunners in a $1.21 billion debt offering of ECAF 1 Series 2015-1 notes issued by Canadian equipment finance company Element Financial. The offering was comprised of three tranches of asset-backed securities (ABS) notes secured by a portfolio of commercial passenger aircraft (2015 Airfinance Journal “North American Deal of the Year”)
• Representation of Wells Fargo Securities LLC in connection with the issuance of $260.75 million in notes by Diamond Head Aviation backed by a diverse portfolio of 30 aircraft and the related leases
• Representation of Wells Fargo Bank as trustee and security trustee in connection with Castlelake Aircraft Securitization Trust 2015-1 (CLAS 2015-1), a $713 million aircraft securitization by Castlelake, an investment firm specializing in aircraft
• Representation of Wells Fargo Bank NA as trustee, operating bank and security trustee in a $667 million aircraft ABS for Deucalion Ltd., an aviation investment vehicle managed by DVB Bank SE (2015 Airfinance Journal “Europe Deal of the Year”)
• Representation of Wells Fargo Securities LLC as structuring agent and joint bookrunner in connection with a $636.21 million aircraft lease securitization issued by Emerald Aviation Finance Ltd., which was sponsored by Avolon (2013 Airfinance Journal “Europe Deal of the Year”)
• Representation of Hawaiian Airlines Inc. in connection with a $444.54 million EETC offering with Citigroup as sole structuring agent and Citigroup, Goldman Sachs Group Inc. and Morgan Stanley as joint bookrunners
• Representation of Air Lease Corp. in connection with a $76.53 million Export-Import Bank of the United States (EXIM)-guaranteed bond issuance by Alex Alpha LLC
• Representation of Goldman Sachs Group Inc. as sole structuring agent and sole bookrunner in connection with a $587.5 million EETC offering by Doric Nimrod Air Finance Alpha Ltd. in respect of four A380 aircraft on lease to Emirates (2012 Airfinance Journal “Innovative Deal of the Year”)
• Underwriters’ counsel on a proposed initial public offering by a major aircraft component manufacturer controlled by The Carlyle Group
• Issuer’s general outside corporate and securities counsel to a major aviation lessor, 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
• 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 on ALS I and ALS II, lease portfolio transactions aggregating approximately $2.5 billion
• Underwriters’/placement agent’s counsel on over $5 billion worth of structured notes for aircraft lease portfolio securitization vehicles, including offerings by ACG Trust III, issuances by RBS’s aviation leasing vehicle, and related transactions
• Underwriter’s counsel on BAE Systems issuance of an aggregate of $1.75 billion of guaranteed notes
• Counsel to bulge bracket banks on several enhanced equipment trust certificate (EETC) offerings

Securities and Capital Markets

• British pub and hotel operator JD Wetherspoon in its $175 million (141 million pound) multinational equity offering
• Designated underwriters’ counsel for CBS Corporation’s $700 million notes offering, July 2016 
• Designated underwriters’ counsel for CBS Corporation’s $1.2 billion notes offering, January 2015
• Counseled Merck & Co. Inc. on securities matters in its acquisition of Cubist Pharmaceuticals, 2014-2015
• Designated underwriters’ counsel for Viacom Inc.’s $1.5 billion Senior Notes offering, March 2014
• Issuer’s counsel for Cenveo Corp.’s offering of $540 million of Senior and $250 million of Junior Notes, June 2014
• Designated bank counsel for CBS Corporation’s $2 billion Tender Offer, August 2014
• 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
• Issuer’s counsel to Export Development Canada (EDC), 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
• Initial purchasers’ counsel for a $750 million senior notes issuance by Telemar Norte Leste SA, one of the largest cellular and landline phone companies in Brazil
• Concurrent representation of a leading investment bank as the initial purchaser/lender in (i) a proposed placement of up to $450 million of high-yield notes and 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) a proposed placement of several hundred million dollars of high-yield notes to fund a multibillion-dollar acquisition by a company in the apparel sector
• 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
• Designated underwriter’s counsel on the debut SEC-registered offering of $750 million of senior notes by the New York Stock Exchange (NYSE)
• Designated underwriters’ counsel for an aggregate of $2.75 billion of SEC-registered senior notes offered by Verizon Communications Inc.
• 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

Satellite/Aerospace Finance

• 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 the Nasdaq
• Financial advisor to UBS in the acquisition by XM Satellite Radio of 1.56 shares of Class A common stock for $25 million and warrants for stock equal to $37.5 million 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 the Nasdaq
• 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 the 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

Corporate and Corporate Governance

• Issuer’s counsel to the government of Canada and its crown corporation export development bank, EDC, on various reporting and transactional matters, including all SEC 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; supervised redemption of over $700 million in outstanding notes
• 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
• Issuer’s counsel to an emerging drug development company in all corporate compliance and SEC reporting matters

Corporate Reorganization and Bankruptcy

• 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
• Counsel to Thomas H. Lee Partners in a rights offering and related bridge financing for a “rescue round” for a distressed portfolio company
• Counsel to the lead investor in its renegotiation of the terms of a mezzanine investment in an oil well services company
• Issuer’s counsel to a real estate investment trust in its renegotiation and exchange of two tranches of its trust offered preferred securities for junior subordinated notes
• 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

Project Finance

• Issuer’s counsel to a biomass gasification/solar energy and combined green technology project company engaged in projects worldwide
• Counsel to the initial purchasers in an offering of $254 million and 30 million Canadian dollars ($22.83 million) of structured secured notes by an Alinda Capital Partners portfolio company; later appointed deal counsel and then investor counsel when the offering was restructured into a 4(2) placement to insurance companies and other institutional accredited investors
• Counsel to 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 American project bond deal of the year
• 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

Mergers and Acquisitions

• Counsel to General Mills in its purchase of the assets of a major regional yogurt and dairy product manufacturer
• Counsel to a health care services company in its acquisition of a medical device company
• Counsel to a bulge bracket placement agent/arrangers on novel equity offerings and the multibillion-dollar leveraged debt finance package for the acquisition of CDW Corp. by Madison Dearborn Partners