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William S. Anderson
Will Anderson specializes in capital markets transactions, SEC compliance and disclosure matters and mergers and acquisitions. He also regularly advises Boards of Directors and Special Committees on corporate governance and other matters.
Will has represented issuers and underwriters in well over 100 securities offerings that have collectively raised more than $30 billion. His experience includes initial public offerings, follow-on equity offerings and high yield and investment grade debt offerings. He recently represented Phillips 66 in its $5.8 billion investment grade debt offering, ConocoPhillips in its $3 billion investment grade debt offering, Excel Paralubes in its $175 million private placement of notes, Parker Drilling Company in its $300 million high yield debt offering and Orion Marine Group, Inc. in its $95 million follow on equity offering. He is currently representing ConocoPhillips in the spin-off of its downstream business, Phillips 66.
His M&A practice encompasses all types of transactions, including acquisitions and sales of public and private companies, private equity investments and joint ventures. He also has successful experience in defending companies facing threats from activist investors, including proxy contests, and responding to unsolicited offers. He recently represented Hicks Equity Partners, the private equity investment vehicle of the Thomas O. Hicks family, in the acquisition of Directional Rentals, Inc., Luby's, Inc. in its acquisition of Fuddruckers, Apache Corporation in its $7 billion acquisition of assets from BP, Banco Santander, S.A., one of the world's largest banks, in its acquisition of Drive Financial Services, and Pier 1 in its unsolicited offer for Cost Plus World Markets.
He also works on distressed and special situations, including advising directors of public companies in financial distress and representing institutional investors in complex out-of-court restructurings. He recently represented noteholders in the pre-packaged bankruptcy of Vertis Holdings, Inc. and Deep Marine Technology in the sale of all of its assets while in bankruptcy.
Will is an Adjunct Professor at South Texas College of Law where he teaches Securities Regulations and an M&A transactional skills course. He is also a Certified Public Accountant and practiced for nine years with Sullivan & Cromwell prior to joining the firm.
Selected Capital Markets Transactions
Initial Public Offerings
Will has worked on initial public offerings by APT Satellite Holdings Ltd. ($165 million), Asia Satellite Telecommunications Holdings Ltd. ($313 million), Concho Resources Inc. ($276 million), Genuity Inc. ($2.1 billion), Global Aviation Holdings Inc. (pending), New York Times Digital, a division of The New York Times Company (tracking stock), PAULA Financial ($53 million), SmarTone Telecommunications Holdings Ltd ($187 million), Staples.com, a division of Staples Inc. (tracking stock), Superior Offshore International Inc. ($175 million) and Vornado Operating Company (spin-off).
Follow-on Equity Offerings
Will has worked on follow-on equity offerings by Concho Resources Inc. ($245 million), General Growth Properties Inc. ($330 million), Immunex Corporation ($3.2 billion, the largest biotechnology common stock offering ever according to Morgan Stanley), The Industrial Bank of Japan Ltd. (¥ 176 billion ($1.5 billion) of preferred equity), Loews Cineplex Entertainment Corporation ($110 million), Merrill Lynch & Co. Inc. ($425 million), Orion Marine Group, Inc. ($95 million), Overstock.com Inc. ($69 million), Parker Drilling Company ($116 million), Particle Drilling Technologies, Inc. (rights offering), The Sakura Bank Ltd (¥ 288.7 billion ($2.3 billion) of preferred equity), The Sumitomo Bank Ltd (¥ 340 billion ($2.8 billion) of preferred equity), U.S. Geothermal Inc. (PIPEs offering), Ventana Gold Corp. ($50 million), Vornado Realty L.P. (multiple offerings totaling $440 million of preferred equity) and Vornado Realty Trust (multiple offerings totaling $1.4 billion).
Convertible Debt Offerings
Will has worked on convertible debt offerings by Airborne Inc. ($150 million), Capital Trust ($150 million), Great Eagle Holdings Ltd. ($125 million), Overstock.com, Inc. ($100 million), Parker Drilling Company ($115 million), PMC-Sierra Inc. ($275 million) and The PMI Group Inc. ($360 million).
Debt Securities - SEC-registered and Rule 144A Offerings
Will has worked on high yield and investment grade debt offerings by A.I. Credit Corp., a subsidiary of American International Group Inc. ($208 million of asset backed securities), ConocoPhillips ($3 billion), Hutchison Whampoa Ltd. ($2.0 billion, named best overall Asian debt deal and best Asian yankee bond (Finance Asia); Asian Borrower of the Year (International Financing Review); and International Deal of the Year (Institutional Investor)), Loews Cineplex Entertainment Corporation ($200 million), Mass Transit Railway Corporation ($300 million), Nextlink Communications Inc. ($500 million), Parker Drilling Company (multiple offerings totaling $675 million), PTT Exploration and Production Public Company Ltd ($200 million), Siam Commercial Bank Public Company Ltd ($150 million), Sweetwater Investors LLC ($168 million), Unifi Communications Inc. ($175 million) and Willbros Group Inc.
Debt Securities - Traditional Private Placements
Will recently represented Excel Paralubes in its $175 million private placement of notes. Will has represented institutional investors in private placements of notes to insurance companies by Aviation Capital Group Corp. ($255 million), Blue Chip Casino Inc., DCT Industrial Operating Partnership L.P. ($210 million), Electric Transmission Texas, LLC ($225 million), Elm Road Generating Station Supercritical, LLC, a subsidiary of Wisconsin Electric Power Company ($530 million), Great River Energy ($400 million), Georgia Transmission Corporation ($100 million), H.B. Fuller Company ($150 million), Helmerich & Payne, Inc. ($200 million), Informa Group Holdings Limited ($730 million), Kayne Anderson MLP Investment Company ($85 million), Keyera Energy Limited Partnership ($100 million), Millennium Pipeline Company ($725 million), NSTAR Gas Company ($125 million), Quikrete Holdings, Inc. ($150 million), RREEF America REIT II, Inc. ($195 million), SAP AG ($500 million), Southern Illinois Power Cooperative ($200 million), Schreiber Foods, Inc. ($125 million), Stericycle, Inc. ($400 million), Teledyne Technologies Incorporated ($250 million), Transpower New Zealand Limited ($150 million), United States Army Lodging Fund ($205 million) and Waddell & Reed Financial, Inc. ($150 million).
Selected M&A Transactions
Will has represented buyers and sellers in numerous M&A transactions, including Apache Corporation in its $7 billion acquisition of assets from BP, AKQA New Media Ltd in its merger with Citron Haligman Bedecarré Incorporated, AMPAM in its reorganization and separation into five separately owned companies, Banco Santander, S.A. in its acquisition of 90% of the U.S. auto financing company, Drive Financial Services, from HBOS plc and other shareholders for approximately $651 million, Caja Madrid, the largest shareholder of Endesa S.A., Spain's largest power producer, in the $53.3 billion acquisition of Endesa by Acciona SA and Enel SpA, the second-largest merger of 2007, Compañía Panameña de Aviación S.A. in the sale of a significant equity interest in COPA, the primary air carrier in the Republic of Panamá, to Continental Airlines Inc., Deep Marine Technology in the sale of the DMT Emerald to Otto Marine, the DMT Sapphire to Oceaneering International, the DMT Diamond to Seacor Marine and the DMT Topaz to Ezram for an aggregate of $95 million, eBay Inc. in its acquisition of PayPal Inc. for $1.3 billion, The Goldman Sachs Group Inc. in the formation of a strategic alliance with, and investment in, Kotak Mahindra Capital Company, an Indian investment banking firm, and Kotak Securities, the first joint venture in the history of Goldman Sachs, Luby's, Inc. in its acquisition of Fuddruckers for $61 million, Parque Temático de Madrid, S.A. in several transactions involving the sale of the Warner Brothers' Theme Park in Madrid, The PMI Group Inc. in its acquisition of a majority interest in Select Portfolio Servicing and the later sale of that company to Credit Suisse First Boston, a private investor in purchasing a number of seats on the New York Stock Exchange prior to its merger with Archipelago, Pier 1 Imports, Inc. in its unsolicited offer to acquire Cost Plus, Inc., Superior Offshore International, Inc. in the sale of the Superior Achiever, a DP-III deepwater construction and dive support vessel, to Hornbeck Offshore Services LLC for $70 million, and in its proposed acquisition of Ocean Flow International, Western Bancorp in its acquisition of SC Bancorp and Vornado Realty Trust in its acquisition of Arbor Property Trust.
Will has represented financial advisors in numerous M&A and MLP drop down transactions. MLP transactions include Capital Products Partners L.P.'s acquisition of the M/T Assos from Capital Maritime & Trading Corp. for $43.5 million, Capital Products Partners L.P.'s acquisition of the M/T Atrotos from Capital Maritime & Trading Corp. for $43 million, Cheniere Energy Partners, L.P. in the restructuring of certain agreements with Cheniere Energy, Inc., Exterran Holdings, Inc. in the sale of assets to Exterran Partners, L.P., Targa Resources, Inc. in the sale of a 63% interest in Versado Gas Processors, L.L.C. to Targa Resources Partners LP for $230 million and Targa Resources, Inc. in the sale of a 76.8% interest in Venice Energy Services Company to Targa Resources Partners LP for $167 million. M&A transactions include Airborne Inc./DHL, Basic Energy Services, Inc./Grey Wolf, Inc., Cadence Design Systems Inc./Simplex Solutions Inc., Gastar Exploration Ltd. in the sale of certain Australian assets to Santos Ltd. for $175 million, Marvell Technology Group Ltd./Galileo Technology Ltd., Rykoff-Sexton Inc./JP Foodservice, Inc., SC Bancorp/Western Bancorp and Sun Microsystems Inc./Cobalt Networks Inc.
Will also represented The Goldman Sachs Group Inc. in the formation of Archipelago, the United States’ first totally open, all electronic stock exchange, and investments by Goldman Sachs and E*Trade Group Inc. in Archipelago. He later represented Archipelago in the sale of minority interests to American Century Companies Inc, BNP Cooper Neff, CNBC, Instinet Corporation, J.P. Morgan and Merrill Lynch & Co. in a series of separate transactions over several years. He assisted Archipelago in the development of an innovative equity entitlement program designed to provide participants with the opportunity to acquire equity in Archipelago based upon qualifying order flow. After its IPO, Archipelago merged with The New York Stock Exchange thereby resulting in the NYSE becoming a public company.
Selected Restructuring Transactions
Will has represented noteholder groups in restructuring discussions with Vertis Holdings, Inc., YRC Worldwide Inc., Cemex S.A.B. and Australian Educational Trust. He has also represented debtors in bankruptcy, including Texas Petrochemicals LP and Deep Marine Technology Incorporated.
J.D., summa cum laude, South Texas College of Law, 1994
B.B.A., Accounting, Stephen F. Austin State University, 1986
U.S. Supreme Court
Certified Public Accountant, Texas
State Bar of Texas