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William R. Hays III

Senior Counsel

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5561
F +1 214.200.0467

Areas of Practice

Additional Areas of Focus

Corporate/Securities
Mergers and Acquisitions

Education

  • J.D., Southern Methodist University Dedman School of Law, 1974, with honors
  • B.A., Principia College, 1971, highest honors

Bar Admissions

  • Texas
William R. Hays III

Bill Hays is a member of the firm’s Capital Markets and Securities Section and has more than 38 years of experience in corporate securities law. His practice focuses on representing and advising both public and private companies in acquisitions, public offerings and private financings.

Among other work in his practice, Bill has:

  • Represented clients in raising public and private financing.
  • Counseled publicly held and private businesses in connection with acquisitions and divestitures.
  • Advised boards of directors and board committees on their duties and on internal and SEC investigations.
  • Represented public companies in restructurings, including bankruptcy reorganizations.
  • Represented investment banks in public and private offerings.
  • Handled going private and management buy-out transactions.
  • Advised clients on defending themselves against hostile takeovers.

Representative Transactions

  • The sellers in the sale ownership in Curves International, Inc. and Curves for Women II, L.C. to Curves International Holdings, Inc. and NCP-CW Corp., respectively. Curves is the largest fitness club franchise in the world.
  • EF Johnson Technologies, Inc. in a going-private sale of the company to private equity firm Francisco Partners II, L.P.
  • Commercial Metals Company in the sale of $400 million principal amount of Senior Unsecured Notes due 2017.
  • Commercial Metals Company in its purchase of assets from multiple companies including Banner Rebar Inc., Toltec Steel Services, Inc. and Bouras Industries et. al., among others.
  • CLST Holdings, Inc. in the sale of assets to Brightpoint Corporation.
  • SpectraVision in its Chapter 11 bankruptcy conducting a controlled blind auction resulting in a merger with its largest competitor.
  • A holding company for various entities that owned and operated hotel, casino, and management companies in the gaming industry in its Chapter 11 case in Delaware involving substantial asset sales and contentious litigation.
  • Publicly-traded metals recycling and steel company and its subsidiaries in documenting and consummating a $200 million account receivables securitization financing.

Selected Speeches and Publications

  • "Top Ten Initial Considerations in a Going Private Transaction," co-author, DealThink Alert, June 15, 2011. 
  • "SEC Mandates Interactive Data Financial Reporting," Haynes and Boone Alert, February 12, 2009. 
  • "Stock Option Backdating - How Big Are the Problems and What Should You Do?," Haynes and Boone Alert, June 16, 2006. 
  • "The Role of the New Requirements in Enhancing Corporate Governance," panel moderator, Institute for Excellence in Corporate Governance Seminar, January 20, 2004, Dallas, Texas. 
  • "The Sarbanes-Oxley Act and Recent Developments Under Regulation FD: Their Impact on the Investor Relations Officer," National Investor Relations Institute, January 29, 2003, Dallas, Texas. 

Professional Recognition

  • Recognized as a Best Lawyers in America - Corporate Law (2009, 2011-2014)
  • Recognized as a Texas Super Lawyer - Securities and Corporate Finance (2009-2013)
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeimenent.™

Memberships

  • State Bar of Texas
  • American Bar Association
  • Dallas Bar Association

Selected Representative Experience


Stock Purchase Agreement
Represented Commercial Metals Company, a steel and metal manufacturer, in the sale of 100 percent of the stock of its wholly-owned subsidiary, Howell Metal Company, to Mueller Copper Tube Products, Inc., a subsidiary of Mueller Industries, Inc., for approximately $58.5 million.

Purchase, Contribution and Redemption Agreement
Represented sellers in the sale ownership in Curves International, Inc. and Curves for Women II, L.C. to Curves International Holdings, Inc. and NCP-CW Corp., respectively. Curves is the largest fitness club franchise in the world.

TAOS Combines with austriamicrosystems AG (SIX: AMS)
Texas Advanced Optoelectronic Solutions, Inc. (TAOS), a leading optoelectronic solutions provider, combines with austriamicrosystems AG (SIX: AMS), a leading global designer and manufacturer of high-performance analog integrated circuits in a strategic transaction valued at $320 million for cash and stock of AMS.

EF Johnson Technologies, Inc. Going-Private Sale
Represented publicly traded EF Johnson Technologies, Inc. in a going-private sale of the company to private equity firm Francisco Partners II, L.P.

Representation of Boards of Directors in Acquisition of Energy Company
Represented the Boards of Directors of both Hassie Hunt Exploration Company and Hassie Hunt Production Company in connection with the $4.5 billion acquisition of Hunt Petroleum Corporation and the Hassie Hunt Companies by Ft. Worth-based XTO Energy.

2007 Notes Offering - Commercial Metals
Commercial Metals Company sold $400 million principal amount of Senior Unsecured Notes due 2017. The company used the net proceeds from the offering to repay its 6.80% notes due August 2007, to repay commercial paper and other short-term domestic bank borrowings, to fund construction and working capital for its new micro mill to be built in Arizona, and for general corporate purposes.

ABC Coating
Represented Commercial Metals Company in its purchase of assets from Banner Rebar Inc., Toltec Steel Services Inc., ABC Coating Co. Inc. of Texas, ABC Coating Co. Inc. of Colorado, Rebar Trucking Inc. and TexEastern Rebar Coating Inc.

Mayfield
Represented Commercial Metals Company in its purchase of assets from Mayfield Salvage, Inc.

Bouras Acquisition
Represented Commercial Metals Company in its purchase of assets from Bouras Industries et al.

CellStar
Represented CLST Holdings, Inc. in the sale of assets to Brightpoint Corporation.

Representation of Debtor - Greate Bay Casino Corporation
We represented this publicly held debtor-in-possession which was a holding company for various entities that owned and operated hotel, casino, and management companies in the gaming industry in its Chapter 11 case in Delaware. The case involved substantial asset sales and contentious litigation with a former trademark licensor.

Debtor Representation - SpectraVision
Represented SpectraVision in its Chapter 11 bankruptcy. Our attorneys worked closely with our client’s financial advisor to conduct a controlled blind auction resulting in a merger of SpectraVision with its largest competitor. The auction netted SpectraVision’s unsecured creditors stock and warrants for nearly 30% of the surviving entity with an equity value of more than $650 million.

Receivables - Securitization
Acted as principal counsel for a publicly-traded metals recycling and steel company and its subsidiaries in documenting and consummating a $200 million account receivables securitization financing.

Online Publications

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.

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.

06/16/2006 - Stock Option Backdating--How Big Are The Problems And What Should You Do?
Recently, over 40 public companies have come under investigation by the SEC or the Justice Department for improperly backdating options, and it is likely that more public companies will come under investigation in the future. At issue is whether option grants to executives and others were backdated to coincide with dates when a company’s stock price was low, thereby increasing the potential profits realized by the holders of the options if and when exercised. Improper backdating may be intentional or a result of faulty corporate procedures. In either event, serious accounting, tax, and disclosure issues result.

01/31/2003 - 24 - SEC Adopts New Rules on Auditor Independence
On January 28, 2003, the SEC published additional rules regarding the independence of accounting firms that audit the financial statements of public companies. These rules are a result of the Sarbanes-Oxley Act of 2002 (the “Act”) and were adopted by the SEC in accordance with Section 208(a) of the Act, although certain aspects of the rules expand upon the auditor independence provisions of the Act.

The Sarbanes-Oxley Act and Recent Developments Under Regulation FD

01/28/2003 - SEC Adopts Rules Governing Determination and Disclosure of Audit Committee Financial Experts

01/24/2003 - SEC Adopts Code of Ethics Disclosure Rules

01/24/2003 - SEC Adopts Rules Governing Disclosure of Non-GAAP Financial Measures and Amendments to Form 8-K

12/04/2002 - SEC Proposes Rules to Federalize Professional Conduct for Lawyers Practicing Before the SEC

11/01/2002 - SEC Proposes Rules on Internal Controls, Ethics Codes and Financial Experts on Audit Committees

09/18/2002 - NYSE Submits Changes to Corporate Accountability and Listing Standards to SEC for Approval

09/10/2002 - SEC Issues Final Rules On Accelerated Filing Deadlines for Certain Public Companies

09/04/2002 - SEC Issues Final Rules on Certification of Disclosure in Quarterly and Annual Reports

08/30/2002 - Sarbanes-Oxley Act of 2002: SEC Adopts Amendments to Accelerate Section 16 Filings

08/30/2002 - Sarbanes-Oxley Prohibition on Loans to Executives May Conflict with Compensation Practices

08/28/2002 - Sarbanes-Oxley Act Section 302 Certification

08/14/2002 - Sarbanes-Oxley Act of 2002: Important Changes to Insider Reporting Deadlines under Section 16

08/09/2002 - Sarbanes-Oxley Act of 2002: Suggestions for Compliance

08/02/2002 - Considerations for Sarbanes-Oxley Act Certification

07/31/2002 - Sarbanes-Oxley Act of 2002 Promises Far-Reaching Implications for Public Companies

ALERT: SEC Orders CEO and CFO Certification of Public Filings