In the News

Alta Mesa Investment Holdings Completes $350 Million Recapitalization With Counseling from Haynes and Boone Energy Lawyers

HOUSTON – Haynes and Boone, LLP advised the Alta Mesa Holdings, LP parent company, Alta Mesa Investment Holdings, Inc., in a recent $350 million recapitalization with an investment from Highbridge Principal Strategies, LLC. >>

Business Journals’ “Who’s Who in Energy” Directory Features Haynes and Boone Partners

Six Haynes and Boone, LLP Partners have been selected for the Business Journals’ 2013 “Who’s Who in Energy” directory, recognizing the nation’s top energy leaders. >>



William B. Nelson

Partner

Houston


1221 McKinney Street
Suite 2100
Houston, Texas 77010
T +1 713.547.2084
F +1 713.236.5557

Areas of Practice

Education

  • J.D., University of Texas at Austin School of Law, 1997
  • M.A., Brown University, 1994
  • B.S., University of Texas at Austin, 1992, with honors

Bar Admissions

  • Texas
William B. Nelson
Bill Nelson is co-head of the Business Transactions section and co-chair of the Capital Markets and Securities Practice Group. His practice focuses on mergers and acquisitions, public offerings, including initial public offerings, private placements, monetization transactions, securities law compliance and corporate governance. His clients include United States, Canadian and other foreign exploration and production companies, master limited partnerships (MLP), oilfield services companies, insurance companies, hospitality companies and investment banking firms.

Selected Client Representations

Capital Markets Transactions

  • Represented a private E&P company in a $300 million Rule 144A note offering and subsequent $150 million tack-on offering.
  • Represented an MJDS issuer in a $280 million public offering of stock and convertible notes.
  • Represented an insurance company in a $300 million public note offering.
  • Represented an upstream MLP in its $90 million initial public offering.
  • Represented a chemical company in a registered direct offering.
  • Served as underwriter's counsel in the $75 million equity offering for an oilfield services company.
  • Conducted an offer to exchange the target company's Rule 144A notes for those of the acquirer as part of a $200 million acquisition.
  • Represented a public technology company in the restructuring of its public debt.
  • Represented a privately held hospitality company in a $1.7 billion refinancing that included a Rule 144A offering.
  • Represented a privately held hospitality company in a $250 million senior note Rule 144A tack-on offering. 

Public Mergers and Acquisitions

  • Represented a public oil and gas company in a $1.1 billion public company merger.
  • Represented a privately held hospitality company in its $180 million acquisition of a company operating high-end steakhouse restaurants.
  • Represented a private oil and gas company in the $150 million acquisition of a public company and associated financing.
  • Represented private equity funds in the $700 million acquisition of a public E&P company.
  • Represented a NYSE-listed company in a $1.2 billion management led-buyout.

Private Mergers and Acquisitions

  • Represented a private equity fund in its acquisition from a private E&P company of $750 million of oil and gas properties.
  • Represented an NYSE listed E&P company in its acquisition of the subsidiary of a Malaysian national oil company operating offshore Equatorial Guinea.
  • Represented a public hospitality company in the sale of more than 120 restaurants to a venture fund.
  • Represented a private biotech developer in the sale of its business to a large public company.
  • Represented a public chemical company in multiple acquisitions of chemical plants, including acquisitions in the United States, the United Kingdom, France, Italy, Singapore and Malaysia.

Speeches and Publications

  • “Buyer, Seller Perspectives in Current Climate,” M&A Insight 2013, Houston, TX, May 2, 2013.
  • "Corporate Law & Governance: Emerging Best Practices for Corporate Governance," Association of Corporate Counsel, Houston, TX, August 14, 2012.
  • “Let’s Go Shopping,” co-author, Lexology, January 18, 2012.
  • “When Less Can Be More,” Houston Business Journal, August 23, 2011.
  • Mergers & Acquisitions Panel, TIPRO Summer Conference, San Antonio, TX, August 5, 2011.
  • “What is a Special Committee of the Board of Directors and When Does Our Company Need One?,” co-author, Lexology, July 15, 2011.
  • “Top Ten Initial Considerations in a Going Private Transaction,” co-author, Lexology, June 15, 2011.
  • "Developments Involving Shareholder Access And Proxy Statement Disclosure," co-author, Journal of Securities Law, Regulation & Compliance, Volume 3, Number 3, April 26, 2010.
  • “The New Petroleum Categories and Valuation Requirements of the SEC,” co-author, Oklahoma Mineral Law Section Newsletter, Vol. XXX, No. 3, July 2009.
  • “SEC Issues New Reserve Reporting Requirements,” Haynes and Boone Alert, January 26, 2009.

Honors and Recognitions

  • Selected for inclusion in Houston Business Journal's list of Who's Who in Energy, 2013 
  • Chosen by Houston Business Journal as a Top Legal Dealmaker, 2013
  • Selected for inclusion in Texas Super Lawyers - Rising Stars Edition, 2006-2010

Civic Leadership

  • The Houston Police Foundation, Founder; Board Member; Secretary/Treasurer
  • Houston Livestock and Rodeo, Wine Committee; Committeeman
  • YES School, Oil & Gas Poker Tournament, Board Member
  • Brown Club of Houston, Board Member

Memberships

  • National Association of Corporate Directors, Tri-Cities Chapter, Advisory Committee Member
  • The General Counsel Forum, Houston Chapter, Director
  • State Bar of Texas
  • Houston Bar Association

Selected Representative Experience


Endeavor Energy Resources Tack-On Offering
Represented Endeavor Energy Resources, L.P. in a tack-on public offering of $250 million senior notes.

$500 Million Senior Notes Offering
Represented EXCO Resources, Inc. in its public offering of $500 million aggregate principal amount of 8.5 percent Senior Notes.

$65 Million Revolving Credit Facility
Represented VAALCO Energy, Inc. in its entry into a loan agreement with the International Finance Corporation (IFC) for a $65 million reserve-based loan facility to be used in the continued development of the Company's interest in the Etame Marin block, offshore Gabon.

KMG Chemicals Inc. Acquisition of Ultra Pure Chemicals Subsidiaries
Represented KMG Chemicals, Inc., a global provider of specialty chemicals to select markets, in its $63.3 million acquisition of the Ultra Pure Chemicals subsidiaries of OM Group, Inc. located in the United States, England, Singapore, Malaysia and France.

2013 Tack-On Offering of 9.375 Percent Senior Notes Due 2020
Successfully represented Landry's Inc., a privately held company engaged primarily in the ownership and operation of restaurants, hotels and casinos, in a Rule 144A tack-on offering of $235 million aggregate principal amount of their 9.375 percent Senior Notes due 2020.

Acquisition of Subsidiary of Malaysian National Oil Company Holding Working Interests Offshore Equatorial Guinea
Represented VAALCO Energy, Inc., a NYSE company, in its acquisition of a subsidiary of Malaysian national oil company holding working interests offshore Equatorial Guinea.

Represented Alta Mesa Holdings, LP in a $150 Million Note Offering
Successfully represented Alta Mesa Holdings, LP, a privately held company engaged primarily in onshore oil and natural gas acquisition, exploitation, exploration and production, in the private issuance of $150 million aggregate principal amount of 9.625 percent Senior Notes due 2018.

$250 Million Senior Secured Credit Facility
Represented E&P company as borrower under a $250 million credit facility entered into in connection with the company's refinancing of existing indebtedness and recapitalization.

Represented Landry's, Inc. in Rule 144A Debt Offering
Successfully represented Landry's, Inc. in a $1.6 billion refinancing, which included a new $1.2 billion credit facility, a Rule 144A offering of $425 million aggregate principal amount of 9.375 percent senior notes due 2020, and a tender offer for the repurchase of the issuer's outstanding notes.

Bayer Transaction
Represented KMG-Bernuth, Inc., a subsidiary of KMG Chemicals, Inc., in its $10.5 million sale of its animal health business.

Represented Landry's, Inc. and Landry's Acquisition Co. in $115 Million Two-Stage Rule 144A Note Offering
Represented Landry's Acquisition Co. in a Rule 144A offering of $115 million aggregate principal amount of their 11 5/8 percent senior secured notes, with subsequent mandatory exchange for an equal amount of Landry's, Inc.'s 11 5/8 percent senior secured notes due 2015.

Acquisition of Morton's Restaurant Group, Inc.
Represented Fertitta Morton's Restaurants, Inc. in its $180 million acquisition of Morton's Restaurant Group, Inc., a high-end steakhouse restaurant chain.

Represented Landry's Restaurants, Inc. in $87 Million Rule 144A Tack-On Note Offering
Represented Landry's Restaurants, Inc. in a Rule 144A tack-on offering of $87 million aggregate principal amount of their 11 5/8 percent Senior Secured Notes due 2015.

Placement of Senior Notes
Represented Alta Mesa Holdings, L.P. in a $300 million placement of senior notes under Rule 144A and Regulation S.

Represented Alta Mesa Holdings, LP in Rule 144A Note Offering
Represented Alta Mesa Holdings, LP and Alta Mesa Finance Services Corp. in $300 million Rule 144A offering of 9.625 percent senior notes due 2018.

Represented Landry's Restaurants, Inc. in $1.2 Billion Management-Led Going Private Transaction
Represented Landry's Restaurants, Inc. in their $1.2 Billion management-led going private transaction.

Represented Landry's Holdings, Inc. in $110 Million Rule 144A Note Offering
Represented Landry's Holdings, Inc. in a $110 million Rule 144A offering of their 11.50 percent Senior Secured Notes due 2014.

Represented Landry's Restaurants, Inc. in $47 million Rule 144A Tack-On Note Offering
Represented Landry's Restaurants, Inc. in a Rule 144A tack-on offering of $47 million aggregate principal amount of their 11 5/8 percent Senior Secured Notes due 2015.

Public Offering of Shares
Represented Johnson Rice & Company LLC, as joint book-running manager, in a $44.7 million public offering of ordinary shares by Vantage Drilling Company.

Represented Johnson Rice & Company L.L.C. as Underwriter in Equity Offering by Vantage Drilling Company
Represented Johnson Rice & Company L.L.C. as joint book-running manager in $50.9 million public offering by Vantage Drilling Company.

Represented Landry's Restaurants, Inc. in $406.5 million Rule 144A Note Offering
Represented Landry's Restaurants, Inc. in a Rule 144A offering of $406.5 million aggregate principal amount of its 11-5/8 percent senior secured notes due 2015.

Represented HCC Insurance Holdings, Inc. in $300 Million Registered Note Offering
Represented HCC Insurance Holdings, Inc. in a registered offering of $300 million aggregate principal amount of its 6.3 percent Senior Notes due 2019.

Online Publications

01/18/2012 - Let's Go Shopping
You’re the general counsel of a public company and your CEO calls you to tell you that he is interested in acquiring another public company. He’s already asking you how quickly this can get done and what the company needs to do. What are the first steps you should take?

07/15/2011 - What is a Special Committee of the Board of Directors and When Does Our Company Need One?
As the general counsel of a company, you are busy working one day and the CEO walks into your office and says, "In the board meeting this morning, one of our directors asked me if a special committee was needed for a new issue that has come up. How do we know when a special committee is needed?" The following summary can be used as a starting point in determining your answer.

06/15/2011 - Top Ten Initial Considerations in a Going Private Transaction
As the general counsel of a public company, you are busy working one day and the CEO walks into your office and says, “I’ve been thinking that I would like to make a proposal to take this company private. I need your advice on how to get started.” The following points should be considered to help make the process easier.

04/26/2010 - Developments involving shareholder access and proxy statement disclosure
The US Securities and Exchange Commission (SEC) has called the recent, and continuing, recession ‘one of the most serious economic crises of the past century’. The actions taken by many com - panies leading up to the economic crisis raised serious doubts among investors regarding the accountability and responsiveness of corporate management to the interests of shareholders.

03/01/2009 - SEC Adopts New Reserve Definition
The Securities and Exchange Commission (SEC) recently made its first major modification to reserve reporting requirements since 1982. The SEC’s new rules rely in part on the definitions contained in the Petroleum Resource Management System as adopted by the Society of Petroleum Engineers (SPE) and other organizations in March 2007. The new rules will allow exploration and production companies to provide additional, relevant information on their asset base and management’s decision making process.
© Bloomberg Finance L.P. 2009. Originally published by Bloomberg Finance LP. Reprinted by permission.

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.

01/26/2009 - SEC Issues New Reserve Reporting Requirements
On December 29, 2008, the U.S. Securities and Exchange Commission (“SEC”) released revisions to its reserve reporting requirements. The new rules are effective as of January 1, 2010, and early compliance is not permitted.