William J. Cooper
Partner
Bill’s practice includes (i) all types of capital markets transactions representing both issuers and underwriters, including IPOs and follow-on public equity offerings, debt and convertible or exchangeable security offerings and private placements, such as Rule 144A offerings and PIPEs, and (ii) public and private merger, acquisition and disposition transactions, representing acquirors, sellers, special committees and financial advisors. Bill has particular experience with publicly traded partnerships (or MLPs), including private formation transactions, IPOs, sponsor “drop down" transactions, joint ventures, general partner disposition transactions and conflicts committee representation.
Representative Experience
- Representation of an investment banking client in its capacity as financial advisor to the conflicts committee of the board of the general partner of an MLP in connection with the MLP’s $600 million merger with a c-corp. acquiror. (pending)
- Representation of an investment banking client in its capacity as placement agent in connection with a $153 million PIPE offering by an MLP issuer of class C units that allow for PIK distributions (March 2011)
- Representation of the conflicts committee of the board of the general partner of an MLP in connection with the $330 million purchase of an interest in an interstate pipeline from its publicly traded parent (November 2010)
- Representation of an investment banking client in connection with the $161 million IPO of an issuer in the coal mining industry (July 2010)
- Representation of an investment banking client in its capacity as financial advisor to a publicly traded partnership in connection with the partnership's $165 million merger with its publicly traded parent (March 2010)
- Representation of the conflicts committee of the board of a publicly traded partnership in connection with its $87.1 million purchase of midstream assets from its parent (January 2010)
- Representation of a diversified energy company client in connection with the formation of a $250 million joint venture that will own and develop natural gas gathering systems in Appalachia (June 2009)
- Representation of the conflicts committee of the board of a publicly traded partnership in connection with the $734 million acquisition by public merger of the corporate owner of its general partner (February 2008)
- Representation of a closed-end investment company client as the lead investor in a $70 million private placement (PIPE transaction) by a publicly traded issuer engaged in the natural compression business (July 2007)
Publications
- SEC Adopts Revised Net Worth Standard for Accredited Investors (January 12, 2012)
- Recent Ruling Allows a Shareholder Lawsuit to Proceed After a Negative Say-on-Pay Vote: Quirk or Harbinger? (October 6, 2011)
- DC Circuit’s Proxy Access Decision to Stand, but SEC to Allow “Private Ordering” of Proxy Access (September 20, 2011)
- Oil and Gas Companies Should Expect Increased SEC Scrutiny of Operations and Reserves (September 6, 2011)
- SEC Replaces Credit Ratings with New Wide Market Following Test for Shelf Registration Statement Eligibility (September 1, 2011)
- PCAOB Floats Possibility of Mandatory Audit Firm Rotation Financial Fraud Report (January 2012) (August 31, 2011)
- DC Circuit Panel Vacates Proxy Access Rule (July 28, 2011)
- PCAOB Considers Changes to Standards for Auditors’ Reports on Audited Financial Statements Financial Fraud Report (November/December 2011) (July 6, 2011)
- SEC Proposes Rules for Compensation Committees and Compensation Advisers (April 21, 2011)
- SEC Proposes Rules to Implement the Dodd-Frank Act’s Mine Safety Disclosure Requirements (January 25, 2011)
- SEC Proposes Disclosure Rules for Payments by Resource Extraction Issuers (January 13, 2011)
- Takeaways From SEC Comments On New Oil, Gas Rules (pdf) Law360 (December 2, 2010)
- SEC Issues Interpretive Guidance Regarding Liquidity and Capital Resources Disclosures (October 20, 2010)
- SEC Proposes Enhanced Short-Term Borrowing Disclosure Rules (October 20, 2010)
- SEC Stays Proxy Access Rules (October 6, 2010)
Professional Recognition
- Profiled as one of the leading Corporate/M&A and Private Equity lawyers in the District of Columbia, Chambers USA: America's Leading Business Lawyers (2011)
- Texas Rising Star, Texas Monthly (2005, 2006)
