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Anderson, William S.
William S. Anderson
Partner
P: +1.713.221.1122
F: +1.713.437.5370

Marsha Swenson

+1.713.222.3075

Will Anderson is the co-chair of the firm's corporate and securities practice. Will focuses on capital markets transactions, mergers and acquisitions and SEC compliance and disclosure matters. He regularly advises Conflicts Committees and Boards of Directors on fiduciary duties, corporate governance and other matters. 

Will has represented issuers and underwriters in well over 100 securities offerings that have collectively raised more than $50 billion. His experience includes initial public offerings, follow-on equity offerings and high yield and investment grade debt offerings. He recently represented a leading midstream MLP in its $1 billion investment grade debt offering, 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, Veritex Holdings, Inc. in its $40 million initial public offering, the underwriters in Green Bancorp, Inc.’s $81 million initial public offering and Marubeni Corporation in InfraREIT Inc.’s $529 million initial public offering.

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 Phillips 66 in the sale of Phillips Specialty Products Inc., a flow improver business, to Berkshire Hathaway Inc. in exchange for shares of Phillips 66 common stock held by Berkshire Hathaway valued at $1.4 billion, ConocoPhillips in the spin-off of its downstream business, Phillips 66, in a transaction valued at $26 billion, Hicks Equity Partners, the private equity investment vehicle of the Thomas O. Hicks family, in the acquisition of Drilling Tools International, Inc., Texas Health Resources in the sale of its interest in MedSynergies, Inc. to Optum and Bluescape Resources Company LLC in its investment in EXCO Resources, Inc.. 

Will was recognized in 2015 by The Legal 500 United States as a leader in Energy Transactions, Capital Markets Equity Offerings and Mergers & Acquisitions Large Deals ($1 Billion plus).  He has taught Securities Regulations and an M&A transactional skills course as an Adjunct Professor at South Texas College of Law. He is a Certified Public Accountant and practiced for nine years with Sullivan & Cromwell prior to joining the firm.

MASTER LIMITED PARTNERSHIPS

Will Anderson has extensive MLP experience and regularly represents Conflicts Committees, MLPs and their sponsors and financial advisors.  Will’s MLP experience includes representing:

Phillips 66 Partners LP in SEC compliance and disclosure matters

The Conflicts Committee of the Board of Directors of VTTI Energy Partners GP, LLC, the general partner of VTTI Energy Partners LP, in VTTI Energy Partners’ acquisition of a 6.6 percent interest in VTTI MLP B.V. for $75 million

A leading midstream MLP in a $1 billion public offering of senior notes

The Special Committee of the Board of Directors of Enbridge Energy Management, L.L.C. in connection with Enbridge Inc. providing a $750 million 364-day revolving credit facility to Enbridge Energy Partners, L.P.

The Special Committee of the Board of Directors of Enbridge Energy Management, L.L.C. in the acquisition by Enbridge Energy Partners, L.P. of the remaining 66.67% interest in the U.S. segment of the Alberta Clipper Pipeline owned by Enbridge Energy Company, Inc., EEP’s general partner in exchange for Class E units with an aggregate notional value of $694 million and repayment of $306 million in indebtedness

The Special Committee of the Board of Directors of Enbridge Energy Management LLC in connection with Enbridge Inc.’s investment of $1.2 billion in preferred units issued by Enbridge Energy Partners LP

Financial advisors in MLP drop down and other transactions involving Boardwalk Pipeline Partners LP, Capital Products Partners LP, Cheniere Energy Partners LP, Crosstex Energy, DCP Midstream Partners LP, Eagle Rock Energy Partners LP, Enable Midstream Partners, Exterran Partners LP, Hi-Crush Partners LP, Holly Energy Partners LP, Memorial Production Partners LP, MPLX LP, PAA Natural Gas Storage, L.P., PVR Partners LP, Regency Energy Partners LP, Rose Rock Midstream LP, Shell Midstream Partners, L.P., Summit Midstream Partners, LP, SunCoke Energy Partners, L.P., Targa Resources Partners LP and Valero Energy Partners LP
 

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), Green Bancorp, Inc. ($81 million), InfraREIT Inc. ($529 million), New York Times Digital, a division of The New York Times Company (tracking stock), PAULA Financial ($53 million), Phillips 66 (spin-off), SmarTone Telecommunications Holdings Ltd ($187 million), Staples.com, a division of Staples Inc. (tracking stock), Superior Offshore International Inc. ($175 million), Veritex Holdings, Inc. ($40 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), Texas Capital Bancshares, Inc. (multiple offerings totaling $263 million), 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). 

Debt 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 (multiple offerings totaling $10.5 billion), Excel Paralubes ($175 million), 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), Phillips 66 (multiple offerings totaling $8.3 billion), PTT Exploration and Production Public Company Ltd ($200 million), Siam Commercial Bank Public Company Ltd ($150 million), a leading midstream MLP ($1 billion), Sweetwater Investors LLC ($168 million), Sysco Corporation ($700 million), Unifi Communications Inc. ($175 million) and Willbros Group Inc.

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).

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, Bluescape Resources Company LLC in its investment in EXCO Resources, Inc., 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, 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., ConocoPhillips in the spin-off of its downstream business, Phillips 66, in a transaction valued at $26 billion, 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, Drilling Tools International, Inc. in its acquisition of Reamco, Inc., 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, Hicks Equity Partners, the private equity investment vehicle of the Thomas O. Hicks family, in the acquisition of Drilling Tools International, Inc., 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, Phillips 66 in the sale of Phillips Specialty Products Inc., a flow improver business, to Berkshire Hathaway Inc. in exchange for shares of Phillips 66 common stock held by Berkshire Hathaway valued at $1.4 billion, Pier 1 Imports, Inc. in its unsolicited offer to acquire Cost Plus, Inc., 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, 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, Texas Health Resources in the sale of its interest in MedSynergies, Inc. to Optum, Western Bancorp in its acquisition of SC Bancorp and Vornado Realty Trust in its acquisition of Arbor Property Trust.

FINANCIAL INSTITUTIONS

Will Anderson advises bank holding companies and other financial institutions on capital markets transactions and mergers and acquisitions.  Will’s financial institutions experience includes representing:

Prosperity Bancshares Inc. in SEC compliance and disclosure matters

Veritex Holdings, Inc. in its acquisition of IBT Bancorp, Inc.

Veritex Holdings, Inc. in its $40 million initial public offering of common stock

The underwriters in Green Bancorp, Inc.’s $81 million initial public offering of common stock

The underwriters in Independent Bank Group, Inc.’s $65 million public offering of its subordinated notes

Texas Capital Bancshares, Inc. in a $150 million public offering of common stock and a $113 million public offering of common stock

Texas Capital Bank N.A. in an offering of $175 million of its subordinated notes

Banco Santander, S.A. in its acquisition of the U.S. auto financing company, Santander Consumer USA Inc. (formerly Drive Financial Services), from HBOS plc for approximately $651 million

The PMI Group Inc. in its acquisition of a majority interest in Select Portfolio Servicing, Inc. and the later sale of that company to Credit Suisse

eBay Inc. in its acquisition of PayPal Inc. for $1.3 billion

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

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 and 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 Archapelago’s IPO, The New York Stock Exchange merged with Archipelago thereby resulting in the NYSE becoming a public company)
 

LIABILITY MANAGEMENT AND RESTRUCTURING

Will regularly advises public companies in debt tender offers, consent solicitations and exchange offers. Will has also represented public companies considering bankruptcy, including Superior Offshore International, and debtors in bankruptcy, including Texas Petrochemicals and Deep Marine Technology. Will has also represented major parties in debt restructuring discussions and exchange offer transactions involving Ahern Rentals, Foxwoods Casino, Midwest Vanadium, Mohegan Tribal Gaming Authority, Vertis Holdings, Inc. and YRC Worldwide Inc.

Education

J.D., summa cum laude, South Texas College of Law, 1994
B.B.A., Accounting, Stephen F. Austin State University, 1986

Bar Admissions

Texas
New York
California

Court Admissions

U.S. Supreme Court

Certifications

Certified Public Accountant, Texas

Noteworthy

Legalease, The Legal 500 United States, Energy: Transactions, 2015; Capital Markets: Equity Offerings, 2015; Mergers & Acquisitions (M&A) Large Deals ($1 Billion plus), 2015; Capital Markets: Debt Offerings, 2013