Bill Nelson advises on complex capital markets transactions and corporate matters across a wide range of industries.

Bill draws on more than 25 years of transactional experience to represent issuers, underwriters, private capital providers, and private equity firms in their highest-stakes capital markets and corporate governance matters, including:

  • Public offerings and private placements
  • Cross-border securities transactions, including those involving the Multijurisdictional Disclosure System (MJDS)
  • Monetization transactions
  • Proxy contests and shareholder activism defense
  • Securities law compliance and corporate governance
  • Public and private M&A

Bill also regularly advises public company boards and management teams navigating contested situations, including proxy fights and activist campaigns. He leverages a broad industry perspective to deliver commercially informed counsel on his clients’ most significant transactions.

Before joining Latham, Bill served as managing partner of the Texas region at another global law firm.

Bill’s experience includes representing:

Capital Markets Transactions

  • A chemical company in a registered direct offering*
  • A privately held hospitality company in a US$1.7 billion refinancing that included a Rule 144A offering*
  • A privately held hospitality company in a US$250 million senior note Rule 144A tack-on offering*
  • A private E&P company in a US$300 million Rule 144A note offering and subsequent US$150 million tack-on offering*
  • A public technology company in restructuring its public debt*
  • An acquirer in conducting an offer to exchange the target company’s Rule 144A notes for the acquirer’s as part of a US$200 million acquisition*
  • An insurance company in a US$300 million public note offering*
  • An MJDS issuer in a US$280 million public offering of stock and convertible notes*
  • An underwriter in an oilfield services company’s US$75 million equity offering for *
  • An upstream master limited partnership in its US$90 million initial public offering*
  • Bank of America and SPAC Churchill Capital Corp. IV on a US$2.5 billion PIPE transaction with Lucid Motors, an electric car manufacturer; this PIPE transaction is the largest ever done with a SPAC business combination*
  • Barclays on a US$100 million PIPE transaction in connection with the deSPAC combination of Ouster, 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*
  • BofA Securities as the sole placement agent on 5E Advanced Materials’ private placement offering of US$60 million aggregate principal amount of its 4.50% secured convertible notes to BEP Special Situations IV*
  • Build Acquisition Corp., a US-based SPAC targeting software and tech-enabled service companies, on its US$200 million IPO and NYSE listing of the units*
  • Credit Suisse as sole book-running manager on the upsized IPO of SilverBox Corp III, a special-purpose acquisition company, of 13.8 million units at an offering price of US$10 per unit, resulting in aggregate gross proceeds to the company of US$139.38 million*
  • Credit Suisse on NavSite Holdings’ deSPAC acquisition of Spire Global, a leading global provider of space-based data and analytics*
  • CSW Industrials on a US$360.5 million upsized follow-on equity offering*
  • CVR Partners and its wholly owned subsidiary, CVR Nitrogen Finance, on their private placement offering of US$550 million senior secured notes*
  • DT Midstream on:
    • A US$600 million senior secured notes offering*
    • A US$421 million follow-on equity offering*
  • ESGEN Acquisition Corporation, a US-based SPAC targeting opportunities in the North American energy and infrastructure value chain, on its US$276 million IPO and Nasdaq listing of units*
  • ESM Acquisition Corporation, a US-based SPAC targeting businesses in the low carbon economy, on its US$300 million IPO and NYSE listing of units*
  • ExcelFin Acquisition Corp. on its US$370 million business combination with Baird Medical Investment Holdings Limited*
  • Fin Venture Capital and Grand Fortune Capital, the sponsors of ExcelFin Acquisition Corp. on its US$200 million IPO and Nasdaq listing of units*
  • Hudson Structured Capital on its sponsorship of Kairos Acquisition Capital, a SPAC that raised US$276 million in gross proceeds*
  • Investcorp Europe Acquisition Corp I, a Europe-based SPAC targeting consumer and lifestyle, niche manufacturing, and technology sectors, on its US$345 million IPO and Nasdaq listing of units*
  • LatAmGrowth SPAC, a Latin American-based SPAC targeting high growth companies in Latin America, mainly Brazil, on its US$130 million IPO and Nasdaq listing of units*
  • Microvast Holdings on commencing its at-the-market equity offering program to offer and sell shares of its common stock of up to US$125 million*
  • National Energy Services Reunited Corp. on its consent solicitation and exchange offer of 3,413,645 ordinary shares related to its outstanding warrants*
  • Private placement agents on the business combination and US$91 million PIPE transaction between European Biotech Acquisition Corp. and Oculis*
  • The book-running manager on the US$172.5 million IPO and Nasdaq listing of units of Global Blockchain Acquisition Corp., a US-based SPAC targeting blockchain related technology, economy, industries, and solutions companies*
  • The conflicts committee of the general partner, CSI Compressco GP, on 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*
  • The dealer managers on 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 US$2 billion*
  • The joint book-running managers on Atmos Energy’s US$200 million re-opening offering of its senior notes*
  • The lead book-running managers on the US$150 million IPO and Nasdaq listing of the units of EGH Acquisition Corp., a US-based SPAC targeting power market and energy transition or sustainability companies*
  • The placement agent on a US$300 million PIPE transaction on the business combination of Pacific Biosciences of California and Omniome*
  • The placement agents on a US$154 million PIPE transaction in connection with the business combination of Oaktree Acquisition Corp. II and Alvotech Lux Holdings*
  • The placement agents on a US$300 million PIPE transaction in connection with the business combination of Cellebrite and TWC Tech Holdings, a SPAC*
  • The sales agents and forward purchasers on a US$1 billion at-the-market equity offering by Atmos Energy*
  • The selling stockholders on Alkami Technology’s US$155.9 million secondary offering of shares of common stock*
  • The sole book-running manager on the US$206 million IPO and NASDAQ listing of units of TRG Latin America Acquisitions Corp., a US-based SPAC*
  • The sole book-running manager on the upsized US$276 million IPO and NYSE listing of units of SilverBox Corp V, a US-based SPAC*
  • The underwriter on the US$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*
  • The underwriter on the US$200 million IPO and Nasdaq listing of the units of XPAC Acquisition Corp., a SPAC targeting Brazilian companies*
  • The underwriters on a US$1.85 billion notes offering by Kinder Morgan*
  • The underwriters on a US$1 billion notes offering by Petrobras Global Finance and concurrent tender offer*
  • The underwriters on a US$1.25 billion bond offering by Petrobras Global Finance*
  • The underwriters on a US$1.5 billion notes offering by Kinder Morgan*
  • The underwriters on a US$148 million upsized follow-on equity offering by SilverBow Resources*
  • The underwriters on a US$1 billion senior notes offering by Buckeye Partners*
  • The underwriters on a US$2.25 billion notes offering by Kinder Morgan*
  • The underwriters on a US$2 billion notes offering by Petrobras Global Finance*
  • The underwriters on a US$800 million senior notes offering by Atmos Energy*
  • The underwriters on Atmos Energy’s US$2.2 billion worth of senior notes offerings*
  • The underwriters on the US$115 million IPO and Nasdaq listing of the units of ESH Acquisition Corp., a US-based SPAC targeting music and entertainment, sports, and hospitality companies*
  • The underwriters on the US$138 million IPO and Nasdaq listing of the units of Jupiter Wellness Acquisition Corp., a US-based SPAC targeting companies in the healthcare industry*
  • The underwriters on the US$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 US$200 million IPO and NYSE listing of the units of two, a US-based SPAC targeting technology companies*
  • The underwriters on the US$230 million IPO and NYSE listing of the units of Athena Consumer Acquisition Corp, a US-based SPAC targeting technology and consumer sectors*
  • The underwriters on the US$230 million IPO and Nasdaq listing of the units of Alpha Capital Acquisition Company, a Latin America-based SPAC targeting technology companies*
  • The underwriters on the US$230 million IPO and Nasdaq listing of the units of Spring Valley Acquisition Corp. II, a US-based SPAC targeting renewable and clean energy companies*
  • The underwriters on the US$230 million IPO and Nasdaq listing of the units of Spring Valley Acquisition Corp., a US-based SPAC targeting renewable and clean energy companies*
  • The underwriters on the US$250 million IPO and NYSE listing of the units of Athena Technology Acquisition Corp. II, a US-based SPAC targeting companies in the technology industry*
  • The underwriters on the US$287 million IPO and NYSE listing of the units of Flame Acquisition Corp., a US-based SPAC targeting the energy sector*
  • The underwriters on the US$530 million IPO and NYSE listing of the units of Elliott Opportunity II Corp., a SPAC targeting technology and technology-enabled services companies*
  • Worldwide Webb Acquisition Corp., a US-based SPAC targeting a market-leading, differentiated internet company, on its US$200 million IPO and Nasdaq listing of units*

Public Mergers and Acquisitions

  • A privately held hospitality company on its US$180 million acquisition of a company operating high-end steakhouse restaurants*
  • A private oil and gas company on the US$150 million acquisition of a public company and associated financing*
  • A public oil and gas company on a US$1.1 billion public company merger*
  • A Texas-based automotive industry service provider and its subsidiary on selling 100 percent of their outstanding stock to a leading New York City-based insurance provider*
  • Alta Mesa Holdings, an oil and gas company, on its US$3.8 billion merger with a SPAC and a midstream company*
  • An NYSE-listed company on a US$1.2 billion management-led buyout*
  • Bigtincan Holdings Limited on its business combination with Investcorp AI Acquisition Corp*
  • Investcorp Europe Acquisition Corp I on its pending US$426 million business combination with Orca Holdings Limited*
  • J.F. Lehman & Company on its US$1.2 billion acquisition of Heritage-Crystal Clean*
  • KMG Chemicals on its US$1.6 billion acquisition by Cabot Microelectronics*
  • Private equity funds on the US$700 million acquisition of a public E&P company*
  • TV Ammo (True Velocity) on its pending US$1.21 billion business combination with Breeze Holdings Acquisition Corp*
  • Worldwide Webb Acquisition Corp. on its US$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*

Private Mergers and Acquisitions

  • A private biotech developer on selling its business to a large public company*
  • A private equity fund on acquiring US$750 million of oil and gas properties from a private E&P company*
  • A public chemical company on multiple acquisitions of chemical plants, including in the US, the UK, France, Italy, Singapore, and Malaysia*
  • A public hospitality company on selling more than 120 restaurants to a venture fund*
  • American Automotive & Financial Services on its US$180 million sale to Assurant*
  • An NYSE-listed E&P company on acquiring the subsidiary of a Malaysian national oil company operating offshore in Equatorial Guinea*
  • Build Group on its US$175 million acquisition of an interest in Amelia*
  • Energy and Minerals Group, Denham Capital, and Vision Blue Resources on an investment into Serra Verde Group*
  • Landry’s on its US$56 million acquisition of Restaurants Unlimited from RUI Holding Corp*
  • NESR Limited, a subsidiary of National Energy Services Reunited Corp., on its minority stake investment into Salttech Holding*
  • The Energy and Mineral Group and Vision Blue on the US$150 million acquisition of mining assets in Brazil from Serra Verde Pesquisa e Mineração*

Shareholder Activism

  • Bonterra Energy on its successful hostile takeover defense by Obsidian Energy*
  • Callon Petroleum on defending against multiple proxy fights*
  • InterOil on successfully defending against a proxy contest by the company’s founder and former CEO*
  • National Western Insurance Group on defending against a shareholder activist campaign*
  • Ultra Petroleum on defending against an activist campaign*
  • VAALCO Energy on successfully defending against a proxy contest by insurgent shareholders to unseat a majority of the board*

*Matter handled prior to joining Latham

Bar Qualification

  • New York
  • Texas

Education

  • JD, The University of Texas at Austin School of Law, 1997
  • MA, Brown University, 1994
  • BS, The University of Texas at Austin, 1992
    Honors