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About Will

Will Anderson, co-chair of the firm’s corporate and securities practice, focuses on capital markets transactions, mergers and acquisitions and SEC compliance and disclosure matters. He also regularly advises master limited partnerships (MLP), 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 experience involving MLPs. In addition to representing MLPs and sponsors, Will regularly represents conflicts committees in drop-downs, MLP 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.

In 2016, Will was recognized by The Legal 500 United States as a leader in capital markets equity offerings, capital markets debt offerings, and mergers & acquisitions large deals ($1 billion plus). 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.


Recent Notable Matters

Midcoast Energy Partners, L.P. — representing 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 Partners, LP — 50/50 joint venture between Phillips 66 and Spectra Energy, in a transaction combining all of the assets and debt of Midstream 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.

Phillips 66 Partners LP — 50/50 joint venture with Plains All American Pipeline L.P. to own and operate the STACK Pipeline LLC, which will transport crude oil from Oklahoma’s STACK play to Cushing, Oklahoma

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 an additional 8.4 percent equity interest in VTTI MLP B.V. and associated net debt from VTTI MLP Partners B.V. for $96.2 million

Underwriters — two public offerings of subordinated notes of Independent Bank Group, Inc. totaling $110 million and a public offering of common stock

Great Plains Energy Inc. — $12.2 billion acquisition of Westar Energy, the largest deal in the U.S. electricity distribution market in 2016

Allegiance Bancshares Inc. — initial public offering

Marubeni Corporation — $529 million initial public offering for 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.

VTTI Energy Partners — 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 6.6 percent interest in VTTI MLP B.V. for $75 million

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

Enbridge Energy Partners, L.P. — represented the Special Committee of the Board of Directors of Enbridge Energy Management, L.L.C. in the acquisition by Enbridge Energy Partners, L.P. of the remaining 66.67 percent interest in the U.S. segment of the Alberta Clipper Pipeline owned by Enbridge Energy Company, Inc., EEP’s general partner, for the issuance of a new class of units with an aggregate notional value of $694 million and repayment of $306 million in indebtedness owed to EECI

Texas Capital Bancshares, Inc. — $150 million public offering of common stock

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. — initial public offering

Underwriters — Green Bancorp, Inc.’s initial public offering

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



South Texas College of Law Houston
summa cum laude
B.B.A., Accounting,
Stephen F. Austin State University

Bar Admissions

New York


Certified Public Accountant, Texas



Munger Tolles Helps Buffett End 2013 With One More Deal

December 31, 2013
American Lawyer - Online



The Legal 500 United States
Mergers & Acquisitions (M&A) Large Deals ($1 Billion plus), 2015 - 2016; Capital Markets: Equity Offerings, 2015 - 2016; Capital Markets: Debt Offerings, 2013, 2016; Energy: Transactions, 2015