About Will
Will Anderson, co-chair of the firm’s corporate and securities department and a member of the firm’s management committee, focuses on capital markets transactions, mergers and acquisitions and SEC compliance and disclosure matters. He also regularly advises master limited partnerships (MLPs), conflicts committees and financial advisors.
Will has represented issuers and underwriters in more than 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. Will’s 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 significant experience involving MLPs. In addition to representing MLPs and sponsors, Will regularly represents conflicts committees in drop-downs, MLP simplifications, buy-ins and mergers, incentive distribution rights waivers and restructurings, preferred unit issuances and other related-party transactions, and investment banking firms in fairness opinions rendered to conflicts committees of MLPs.
The Legal 500 United States has consistently recognized Will as a national leader in capital markets equity and debt offerings and large-deal M&A transactions. He has taught securities regulations and M&A transactional skills courses as an adjunct professor at South Texas College of Law. Will is also a certified public accountant and practiced for nine years with Sullivan & Cromwell prior to joining Bracewell.
Experience
Recent Notable Matters
Enbridge Energy Partners, L.P. and Enbridge Energy Management, L.L.C. — represented two Special Committees of the Board of Directors of Enbridge Energy Management, L.L.C. in connection with the acquisition of all public equity of Enbridge Energy Partners, L.P. and Enbridge Energy Management, L.L.C. in share-for-unit transactions valued at $3.5 billion
Holly Energy Partners, L.P. — representing Holly Energy Partners, L.P. in an IDR simplification transaction that will eliminate the incentive distribution rights held by its general partner and convert its general partner interest into a non-economic general partner interest in exchange for the issuance of common units of Holly Energy valued at $1.25 billion
Western Refining Logistics, LP — representing the Conflicts Committee of the Board of Directors of the general partner of Western Refining Logistics, LP in its merger with Andeavor Logistics LP in a unit-for-unit transaction valued at $1.8 billion
Merchants' Choice Payment Solutions — represented Delta Card Services Inc., the holding company for Merchants’ Choice Payment Solutions, in an acquisition of substantially all the assets of MCPS by Paysafe Group plc for $470 Million
VTTI Energy Partners LP — represented the Conflicts Committee of the Board of Directors of the general partner of VTTI Energy Partners LP in a merger agreement between VTTI Energy Partners LP and VTTI B.V. pursuant to which VTTI B.V. will acquire, for cash, all of the outstanding publicly held common units of VTTI Energy Partners LP
World Point Terminals, LP — represented the financial advisor to the Conflicts Committee of the Board of Directors of the general partner of World Point Terminals, LP in World Point Terminals, Inc.’s tender offer to acquire all of World Point Terminals, LP’s publicly held common units
Phillips 66 — $600 million offering of floating rate notes of Phillips 66 exchangeable into floating rate notes of Phillips 66 Partners LP, the first offering by a sponsor of an MLP of debt securities that are exchangeable at the option of the sponsor into debt securities of an MLP
Midcoast Energy Partners, L.P. — represented the Conflicts Committee of the Board of Directors of the general partner of Midcoast Energy Partners, L.P. in a merger agreement between MEP and Enbridge Energy Company, Inc., an indirect subsidiary of Enbridge Inc., whereby EECI will acquire, for cash, all of the outstanding publicly held common units of MEP
DCP Midstream, LLC — 50/50 joint venture between Phillips 66 and Spectra Energy, in a transaction combining all of the assets and debt of DCP Midstream, LLC with DCP Midstream Partners, LP. The combination creates the largest gathering and processing master limited partnership in the United States with a pro-forma enterprise value of approximately $11 billion.
VTTI Energy Partners LP — represented the Conflicts Committee of the Board of Directors of the general partner of VTTI Energy Partners LP in VTTI Energy Partners’ acquisition of a 8.4 percent equity interest in VTTI MLP B.V. from VTTI MLP Partners B.V. for $96.2 million and an acquisition of a 6.6 percent interest in VTTI MLP B.V. for $75 million
Underwriter's Counsel for Independent Bank Group, Inc. — multiple public offerings of subordinated notes totaling $105 million
Great Plains Energy Incorporated — revised stock-for-stock merger of equals transaction with Westar Energy, Inc., creating a company with a combined equity value of approximately $14 billion, and with nearly 13,000 MW of generation capacity and more than 51,000 miles of distribution lines
Allegiance Bancshares Inc. — $60 million initial public offering of common stock
Marubeni Corporation — $529 million initial public offering of InfraREIT Inc. and the subsequent resale of its shares of InfraREIT
Bluescape Resources Company LLC — investment by Energy Strategic Advisory Services LLC (ESAS), a subsidiary of Bluescape, in EXCO Resources, Inc.
Veritex Holdings, Inc. — parent holding company of Veritex Community Bank, in its acquisition of IBT Bancorp, Inc.
ConocoPhillips — multiple offerings of senior notes totaling $10.5 billion
Leading midstream MLP — $1 billion debt offering
Phillips 66 — multiple offerings of senior notes totaling $8.3 billion
Texas Health Resources — sale of its interest in MedSynergies, Inc. to Optum
Veritex Holdings, Inc. — $40.4 million initial public offering of common stock
Underwriter's counsel for Green Bancorp, Inc. — $70 million initial public offering of common stock
Drilling Tools International, Inc. — acquisition of Reamco, Inc.
Phillips 66 — exchange of Phillips Specialty Products Inc. to Berkshire Hathaway Inc. for shares of Phillips 66 stock held by Berkshire Hathaway affiliates, valued at approximately $1.4 billion
Enbridge Energy Management LLC — represented the Special Committee of the Board of Directors of Enbridge Energy Management LLC in Enbridge Inc.’s investment of $1.2 billion in preferred units issued by Enbridge Energy Partners LP and in Enbridge Inc.’s provision of a $750 million, 364-day revolving credit facility to Enbridge Energy Partners, L.P.
Sysco Corporation — $750 million debt offering
ConocoPhillips — spin-off of its downstream business, Phillips 66, in a transaction valued at $26 billion
Banco Santander, S.A. — acquisition of 90 percent of the U.S. auto financing company, Drive Financial Services, from HBOS plc and other shareholders for approximately $651 million
Credentials
Education
Certifications
Certified Public Accountant, Texas