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Bill Nelson

Partner

Bill is Managing Partner of Houston and Texas region. He has more than 25 years of experience helping clients successfully close complex transactions across a wide range of industries.
Bill handles public offerings; private placements; monetization transactions; cross-border securities offerings, including those involving Multijurisdictional Disclosure Systems (MJDS); proxy contests; securities law compliance and corporate governance. Bill also has experience in public and private M&A transactions. Bill’s clients include issuers, investment banking firms, private capital providers, private equity firms and their portfolio companies. Bill works with clients across many industries, including oil and gas exploration and production, oilfield services, midstream energy, power and utilities, renewables, chemicals, industrials, insurance, restaurants/hospitality, healthcare and life sciences, pharmaceuticals, blockchain, AI, mining, technology, among others.

Experience

Representative matters

Capital Markets Transactions

The underwriters in connection with a $1 billion notes offering by Petrobras Global Finance. N.V. and concurrent tender offer.

CSW Industrials, Inc. in connection with a $360.5 million upsized follow-on equity offering.

The selling stockholders in connection with the $155.9 million secondary offering of shares of common stock of Alkami Technology, Inc.

The underwriters in connection with a $2.25 billion notes offering by Kinder Morgan, Inc.

The underwriters in connection with a $148 million upsized follow-on equity offering by SilverBow Resources, Inc.

The underwriters in connection with a $1.25 billion bond offering by Petrobras Global Finance. N.V.

The sales agents and forward purchasers in connection with a $1 billion at-the-market equity offering by Atmos Energy Corporation.

The underwriters in connection with a $1.5 billion notes offering by Kinder Morgan.The underwriters in connection with a $800 million senior notes offering by Atmos Energy Corporation.

DT Midstream in connection with an offering of $600 million senior secured notes.

The joint book-running managers on the $200 million re-opening offering by Atmos Energy Corporation of its senior notes.

The conflicts committee of the general partner, CSI Compressco GP LLC, in CSI Compressco LP’s (CSI) execution of agreements resulting in a series of transactions that enable CSI to redeem all its outstanding senior unsecured notes due 2022.

CVR Partners and its wholly owned subsidiary, CVR Nitrogen Finance, in connection with their private placement offering of $550 million senior secured notes.

The underwriters in connection with a $1 billion senior notes offering by Buckeye Partners, L.P.

The underwriters in connection with Atmos Energy Corporation’s $2.2 billion worth of senior notes offerings.

The dealer managers in connection with the abbreviated five-day droppable cash tender offers by Petróleo Brasileiro S.A. – Petrobras, acting through its Dutch finance subsidiary Petrobras Global Finance B.V. (PGF), for 19 series of PGF´s global notes in various currencies with an approximate aggregate value of $2 billion.

ExcelFin Acquisition Corp. in connection with its pending $370 million business combination with Baird Medical Investment Holdings Limited.The underwriters on the $115 million IPO and Nasdaq listing of the units of ESH Acquisition Corp., a U.S.-based SPAC targeting music and entertainment, sports and hospitality companies.

Private placement agents in the business combination and $91 million PIPE transaction between European Biotech Acquisition Corp. and Oculis SA.

The underwriters on the $230 million IPO and Nasdaq listing of the units of Spring Valley Acquisition Corp. II, a U.S.-based SPAC targeting renewable and clean energy companies.

BofA Securities as the sole placement agent in connection with the private placement offering by 5E Advanced Materials of $60 million aggregate principal amount of its 4.50% secured convertible notes to BEP Special Situations IV.

The book-running manager on the $172.5 million IPO and Nasdaq listing of units of Global Blockchain Acquisition Corp., a U.S.-based SPAC targeting blockchain related technology, economy, industries, and solutions companies.

LatAmGrowth SPAC, a Latin American-based SPAC targeting high growth companies in Latin America, mainly Brazil, on its $130 million IPO and Nasdaq listing of units.

The placement agents on a $154 million PIPE transaction in connection with the business combination of Oaktree Acquisition Corp. II and Alvotech Lux Holdings S.A.S.

The underwriter on the $200 million IPO and NYSE listing of the units of Spree Acquisition Corp. 1 Limited, an Israel-based SPAC targeting companies in the mobility-related technology industry.

Investcorp Europe Acquisition Corp I, a Europe-based SPAC targeting consumer and lifestyle, niche manufacturing, and technology sectors, on its $345 million IPO and Nasdaq listing of units.

The underwriters on the $138 million IPO and Nasdaq listing of the units of Jupiter Wellness Acquisition Corp., a U.S.-based SPAC targeting companies in the healthcare industry.

The underwriters on the $250 million IPO and NYSE listing of the units of Athena Technology Acquisition Corp. II, a U.S.-based SPAC targeting companies in the technology industry.

The underwriters on the $172.5 million IPO and Nasdaq listing of the units of APx Acquisition Corp. I, a SPAC targeting technology-enabled Latin American companies.

The underwriters on the $230 million IPO and NYSE listing of the units of Athena Consumer Acquisition Corp, a U.S.-based SPAC targeting technology and consumer sectors.

Fin Venture Capital and Grand Fortune Capital, the sponsors of ExcelFin Acquisition Corp. in connection with its $200 million IPO and Nasdaq listing of units.

Worldwide Webb Acquisition Corp., a U.S.-based SPAC targeting a market-leading, differentiated internet company, on its $200 million IPO and Nasdaq listing of units.

Credit Suisse as sole book-running manager on the upsized initial public offering of SilverBox Corp III, a special-purpose acquisition company, of 13,800,000 units at an offering price of $10 per unit, resulting in aggregate gross proceeds to the company of $139.38 million.

ESGEN Acquisition Corporation, a U.S.-based SPAC targeting opportunities in the North American energy and infrastructure value chain, on its $276 million IPO and Nasdaq listing of units.

The underwriters on the $287 million IPO and NYSE listing of the units of Flame Acquisition Corp., a U.S.-based SPAC targeting the energy sector.

ESM Acquisition Corporation, a U.S.-based SPAC targeting businesses in the low carbon economy, on its $300 million IPO and NYSE listing of units.

The underwriters on the $230 million IPO and Nasdaq listing of the units of Alpha Capital Acquisition Company, a Latin America-based SPAC targeting technology companies.

Hudson Structured Capital in connection with its sponsorship of Kairos Acquisition Capital, a SPAC that raised $276 million in gross proceeds.

The underwriters on the $230 million IPO and Nasdaq listing of the units of Spring Valley Acquisition Corp., a U.S.-based SPAC targeting renewable and clean energy companies.

The underwriters on the $200 million IPO and NYSE listing of the units of two, a U.S.-based SPAC targeting technology companies.

Build Acquisition Corp., a U.S.-based SPAC targeting software and tech-enabled service companies, on its $200 million IPO and NYSE listing of the units.

Bank of America and SPAC Churchill Capital Corp. IV on a $2.5 billion PIPE transaction with Lucid Motors, Inc., an electric car manufacturer. This PIPE transaction is the largest ever done with a SPAC business combination.

Credit Suisse in NavSite Holdings, Inc.’s deSPAC acquisition of Spire Global, Inc., a leading global provider of space-based data and analytics.

Barclays on a $100 million PIPE transaction in connection with the deSPAC combination of Ouster Inc., a leading provider of high-resolution digital lidar sensors for the industrial automation, smart infrastructure, robotics, and automotive industries, and Colonnade Acquisition Corp, a SPAC.

The underwriter on the $200 million IPO and Nasdaq listing of the units of XPAC Acquisition Corp., a SPAC targeting Brazilian companies.

The underwriters on the $530 million IPO and NYSE listing of the units of Elliott Opportunity II Corp., a SPAC targeting technology and technology-enabled services companies.

The placement agents on a $300 million PIPE transaction in connection with the business combination of Cellebrite and TWC Tech Holdings, a SPAC.

The placement agent on a $300 million PIPE transaction in connection with the business combination of Pacific Biosciences of California, Inc. and Omniome.

A private E&P company in a $300 million Rule 144A note offering and subsequent $150 million tack-on offering. (previous firm experience)

An MJDS issuer in a $280 million public offering of stock and convertible notes. (previous firm experience)

An insurance company in a $300 million public note offering. (previous firm experience)

An upstream MLP in its $90 million initial public offering. (previous firm experience)

A chemical company in a registered direct offering. (previous firm experience)

An underwriter by serving as counsel in the $75 million equity offering for an oilfield services company. (previous firm experience)

An acquirer by conducting an offer to exchange the target company’s Rule 144A notes for those of the acquirer as part of a $200 million acquisition. (previous firm experience)

A public technology company in the restructuring of its public debt. (previous firm experience)

A privately held hospitality company in a $1.7 billion refinancing that included a Rule 144A offering. (previous firm experience)

A privately held hospitality company in a $250 million senior note Rule 144A tack-on offering. (previous firm experience)

Public Mergers and Acquisitions

J.F. Lehman & Company on its $1.2 billion acquisition of Heritage-Crystal Clean Inc.

KMG Chemicals on its $1.6 billion acquisition by Cabot Microelectronics Corporation.

Worldwide Webb Acquisition Corp. in its $650 million merger with Aark Singapore Pte Ltd, and its subsidiary Aeries Technology, a global professional services and consulting partner for business leadership teams, private equity sponsors, and their portfolio companies.

Investcorp Europe Acquisition Corp I in connection with its pending $426 million business combination with Orca Holdings Limited.

TV Ammo, Inc. (True Velocity) in connection with its pending $1.21 billion business combination with Breeze Holdings Acquisition Corp.

Alta Mesa Holdings, an oil & gas company, in its $3.8 billion merger with a SPAC and a midstream company.

A Texas-based automotive industry service provider and its subsidiary in connection with the sale of 100 percent of their outstanding stock to a leading New York City-based insurance provider.

A public oil and gas company in a $1.1 billion public company merger. (previous firm experience)

A privately held hospitality company in its $180 million acquisition of a company operating high-end steakhouse restaurants. (previous firm experience)

A private oil and gas company in the $150 million acquisition of a public company and associated financing. (previous firm experience)

Private equity funds in the $700 million acquisition of a public E&P company. (previous firm experience)

An NYSE-listed company in a $1.2 billion management led-buyout. (previous firm experience)

Private Mergers and Acquisitions

The Energy and Mineral Group and Vision Blue’s $150 million acquisition of mining assets in Brazil from Serra Verde Pesquisa e Mineração Ltda.

Build Group’s $175 million acquisition of an interest in Amelia.

Landry’s $56 million acquisition of Restaurants Unlimited from RUI Holding Corp.

American Automotive & Financial Services, Inc. $180 million sale to Assurant, Inc.

A private equity fund in its acquisition from a private E&P company of $750 million of oil and gas properties. (previous firm experience)

An NYSE-listed E&P company in its acquisition of the subsidiary of a Malaysian national oil company operating offshore in Equatorial Guinea. (previous firm experience)

A public hospitality company in the sale of more than 120 restaurants to a venture fund. (previous firm experience)

A private biotech developer in the sale of its business to a large public company. (previous firm experience)

A public chemical company in multiple acquisitions of chemical plants, including acquisitions in the United States, the United Kingdom, France, Italy, Singapore and Malaysia. (previous firm experience)

Shareholder Activism

VAALCO Energy, Inc. in successfully defending against a proxy contest by insurgent shareholders to unseat a majority of the board.

Callon Petroleum Company in the defense of multiple proxy fights.

National Western Insurance Group in the defense of a shareholder activist campaign.

InterOil Corporation in successfully defending against a proxy contest by the company’s founder and former CEO.

Ultra Petroleum in the defense of an activist campaign.

Bonterra Energy Corp. in its successful hostile takeover defense by Obsidian Energy Ltd.

Published Work

  • Nelson, B. (2012) “Let’s Go Shopping,” Lexology
  • Nelson, B. (2011) “When Less Can Be More,” Houston Business Journal
  • Nelson, B. (2011) “What Is a Special Committee of the Board of Directors and When Does Our Company Need One?,” Lexology
  • Nelson, B. (2011) “Top Ten Initial Considerations in a Going Private Transaction,” Lexology
  • Nelson, B. (2010) “Developments Involving Shareholder Access and Proxy Statement Disclosure,” Journal of Securities Law, Regulation & Compliance, Volume 3, Number 3

Speaking Engagements

  • “Buyer, Seller Perspectives in Current Climate,” M&A Insight, Houston, TX, May 2013
  • “Corporate Law & Governance: Emerging Best Practices for Corporate Governance,” Association of Corporate Counsel, Houston, TX, August 2012
  • Mergers & Acquisitions Panel, TIPRO Summer Conference, August 2011

Leadership Positions And Professional Affiliations

  • Founder, Board Member, Secretary/Treasurer, The Houston Police Foundation
  • Board of Directors, Houston Livestock Show and Rodeo
  • Board Member, YES School, Oil & Gas Poker Tournament
  • Board Member, Brown Club of Houston
  • Executive Committee, University of Texas System’s Chancellor’s Council
  • Advisory Committee Member, National Association of Corporate Directors, Tri-Cities Chapter
  • Director, The General Counsel Forum, Houston Chapter
  • Member, State Bar of Texas
  • Member, Houston Bar Association

Awards

  • Recognized on list of Who’s Who in Energy, Houston Business Journal, American City Business Journals (2013)
  • Recognized as a Top Legal Dealmaker, Houston Business Journal, American City Business Journals (2013)
  • Recognized in Rising Stars Edition, Texas Super Lawyers, Thomson Reuters (2006-2010)

Qualifications

Admissions

Texas, 1997
New York, 2020

Academic

B.S., with honors, The University of Texas at Austin, 1992
M.A., Brown University, 1994
J.D., The University of Texas at Austin School of Law, 1997
Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.