Andrew's practice focuses on corporate finance transactions, and general securities and corporate matters.
Andrew combines technical expertise and years of experience with an efficient, practical and problem-solving approach. Clients, including investment banks, issuers and sponsors, value Andrew's assistance in connection with a variety of public and private capital markets transactions, including high yield and investment-grade bond offerings, leveraged financing commitments, equity offerings, sovereign offerings and liability management transactions.
Clients regularly seek Andrew's advice to navigate the complexities of debt covenants, while balancing investor relations and other concerns.
Andrew has experience with transactions in a wide range of industries, including energy, metals and mining, oil and gas, industrials, consumer products and financial services. In addition to his United States domestic practice, he has worked on matters across the globe, including guiding clients through the challenges of significant transactions in Latin America and Europe.
Andrew also counsels clients on corporate governance matters and ongoing disclosure and compliance requirements under US securities laws, as well as the rules and regulations of the New York Stock Exchange and NASDAQ.
Syngenta US$4.75 Billion Notes Offering
Andrew represented the underwriters, led by Citigroup, in connection with a US$4.75 billion notes offering by Syngenta Finance NV and guaranteed by its parent Syngenta AG, a world leading agribusiness operating in the crop protection and seeds business and in the lawn and garden business. He also represented the dealers on the update of Syngenta's US$7.5 billion EMTN program.
Seaspan $US500 Million Notes Offerings and US$150 Million Preferred Stock Offering
Andrew represented Seaspan Corporation, a leading independent charter owner and operator of containerships with industry leading ship management services, in connection with the US$1 billion investment by Fairfax Financial, consisting of US$500 million of senior notes and multiple issuances of warrants. Andrew also represented Seaspan in connection with its US$150 million issuance of perpetual preferred shares, as well as its US$150 million revolving credit facility and various other transactions.
Largo US$150 Million Notes Offering and CAD$97 Million Common Stock Offering
Andrew represented the initial purchasers, led by Jefferies, in connection with the inaugural high yield offering by Largo Resources Ltd., a vanadium mining company listed on the Toronto Stock Exchange, consisting of US$150 million of senior secured notes. He subsequently advised Credit Suisse and Morgan Stanley as underwriters on a CAD$97 million secondary common stock offering.
Sempra Energy US$4 Billion Bridge Loan Commitment
Andrew represented Sempra Energy, a Fortune 500 energy-services holding company, in connection with its US$4.0 billion bridge loan commitment provided by a group of lenders, including Morgan Stanley and RBC Capital Markets. The bridge loan commitment was entered into in connection with Sempra’s US$9.45 billion acquisition of Energy Future Holdings, the indirect owner of a majority of Oncor Electric. The transaction, which created the largest utility holding company in the US, valued Oncor at US$18.8 billion. This transaction was named "M&A Deal of the Year" by The Deal in 2018.
American Greetings US$283 Million Notes Offering
Andrew represented the initial purchasers, led by Deutsche Bank, in a US$283 million high-yield senior notes offering by American Greetings Corporation (AGC), the second largest greeting card company in North America. The notes were issued in connection with Clayton, Dubilier & Rice’s leveraged buyout of AGC. He also advised DB as dealer manager in a related consent solicitation and tender offer for AGC’s existing notes.
Taseko Mines US$250 Million Notes Offering
Andrew represented the initial purchasers, led by Jefferies, in an offering of US$250 million in aggregate principal amount of senior secured notes of Taseko Mines Limited, a Canadian copper company. Taseko operates the Gibraltar Mine, the second largest open pit copper-molybdenum mine in Canada.
Inkia Energy Limited Notes Offering
Representation of Inkia Energy Limited, a power generation company with operations in Latin America and the Caribbean, in connection with a US$300 million notes offering and a subsequent US$150 million notes offering. The proceeds of the latter offering were used in connection with I Squared Capital’s acquisition of Inkia Energy. Andrew also represented Inkia Energy in connection with various tender offers and consent solicitations.
Calpine Notes Offerings
Andrew represented Calpine Corporation, the largest independent power generator in the United States, in connection with several public and private offerings of senior secured notes and senior notes in an aggregate amount in excess of US$11 billion.
Avon US$500 Million Senior Secured Notes Issuance
Andrew represented Avon, a global manufacturer and marketer of beauty and related products, in connection with its inaugural high yield offering of US$500 million in aggregate principal amount of senior secured notes and a concurrent cash tender offer.
Dynegy US$5.1 Billion Notes Offering
Andrew represented independent power producer Dynegy Inc. in connection with several private offerings of senior notes and related tender offers, including its issuance of US$5.1 billion in aggregate principal amount of senior notes, a transaction which won International Financing Review’s 2014 "North America High Yield Bond of the Year award." The notes were part of Dynegy’s US$6.2 billion debt and equity offerings to finance its acquisitions of EquiPower Resources Corp. and ownership interests in certain assets from Duke Energy Corp. Andrew also represented Dynegy in its concurrent US$722 million SEC-registered common stock offering and its US$388 million SEC-registered public offering of mandatory convertible preferred stock.