William H. Gump

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8285
F 212 728 9285
wgumpwillkie.com

William H. Gump is the co-head of Willkie’s Corporate and Financial Services Department and a member of the firm’s Executive Committee. He concentrates his practice in the areas of merger and acquisition transactions involving public and private companies, focusing on both private equity and strategic acquirer transactions, as well as bankruptcy-based asset sales. He also regularly handles public and private offerings of equity and debt securities, and advises boards of directors and senior management on strategic and governance matters.

Bill has worked extensively in most areas of corporate law in various industries, including media, healthcare/life sciences, telecommunications, IT consulting, technology and financial services, including insurance. Bill practiced for six years in Willkie’s London office.

Bill has significant private equity experience, having represented numerous sponsors such as Warburg Pincus, D.E. Shaw, 3i Group, Lime Rock Partners, Oracle Investment Partners, The Sterling Group, Avanti Capital and Seven Mile Capital Partners, as well as private equity buyout targets and portfolio companies. Recent transactions include the sale of United Site Services by a consortium of investors to Calera Capital in 2014; Seven Mile Capital Partners’ 2013 acquisition of Microporous Products from Polypore International Inc.; 3i’s 2011 acquisition of a majority stake in Hilite International Inc.; Warburg Pincus’ 2010 acquisitions of International Technidyne Corporation and Nexus DX, Inc., and its investment of $125 million in Cortview Capital, a start-up broker-dealer, as well as the subsequent sale of this business to Pierpont in 2012; Lime Rock Partners’ 2010 investment in UTEC International; Warburg Pincus’ 2009 acquisition of the ice machine businesses of Enodis; Topps’ 2007 acquisition by a consortium consisting of Michael Eisner and Madison Dearborn; and Aeolus Re in its initial $800 million equity capital raise from Warburg Pincus and Merrill Lynch in 2006.

Bill also has significant experience in domestic and international mergers and acquisitions, including the sale by Blue Cross and Blue Shield of South Carolina of its subsidiary, Companion Property and Casualty, to an affiliate of Enstar in 2015; Clovis Oncology’s 2013 acquisition of Ethical Oncology Sciences; Scotsman Industries’ 2012 acquisition by ALI Group; Turner Broadcasting System’s 2012 acquisition of Bleacher Report; the 2009 sale by Globe Specialty Metals of its Brazilian operations to Dow Corning and the establishment of a joint venture with Dow Corning at Globe’s West Virginia silicon metal facility; the 2008 sale of Intermountain Gas Company to MDU Resources Group, Inc.; Pharmion Corp.’s 2007 $2.9 billion acquisition by Celgene Corp.; Monsanto Company's 2007 $1.5 billion acquisition of Delta and Pine Land Company and its $1.4 billion acquisition of Seminis, Inc. in 2005; eToys’ 2007 acquisition of BabyUniverse; America Movil’s 2007 acquisition of TELPRI, the Puerto Rican phone company; the sale in bankruptcy by National Energy & Gas Transmission of its pipeline businesses to TransCanada Corporation ($1.7 billion) and its power plant assets to an affiliate of Goldman Sachs ($656 million); the $255 million sale of CompuCom Systems to an affiliate of Platinum Equity, LLC; the sale of the structured products business of Zurich Capital Markets to BNP Paribas; the acquisition by BearingPoint (formerly KPMG Consulting) of the consulting business of Arthur Andersen; the bankruptcy sale of Big V Supermarkets to Wakefern Food Corp.; and the acquisition of Golden Books by Random House, pursuant to a bankruptcy auction.

Bill represents both issuers and underwriters in domestic and international securities offerings, most recently representing Clovis Oncology in its 2011 initial public offering and its 2012 and 2013 public offerings of its common stock. Bill has also represented several special purpose acquisition companies (SPACs), including Sports Properties Acquisition Corp. and Oracle Healthcare Acquisition Corp. Bill also has extensive experience in the areas of venture capital investment and corporate domestic and international joint ventures. He also provides clients with expert advice on commercial contracts.

In addition, Bill represented Time Warner as a primary shareholder in the sale of 90.1 percent of privately held ContentGuard Holdings, Inc. to Pendrell Corporation in 2011, its equity investments in Central European Media Enterprises in 2013, 2012, 2011 and 2009, and its refinancing transactions with CME in 2014; and Pharmion Corporation in its 2003 initial public offering and subsequent follow-on offerings, including its 2007 $140M equity offering. Bill has also established ADR programs for Zurich Insurance Companies, Denison Hydraulics, Liberty International plc and British Land plc, and has represented numerous purchasers in PIPE transactions, including Warburg Pincus in its $75 million PIPE transaction with NYFIX, Inc. in 2006.

In the area of international privatizations, Bill worked on the privatizations of Banca Commerciale Italiana, and the national telephone companies of the Republic of Moldova and the Kingdom of Jordan.

Bill has significant experience representing several funds in the areas of private equity and venture capital investment and corporate joint ventures. He represented Agusta SpA in its joint venture with Bell Helicopter Textron to build a civilian tiltrotor helicopter.

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Highlights

William H. Gump is the co-head of Willkie’s Corporate and Financial Services Department and a member of the firm’s Executive Committee. He concentrates his practice in the areas of merger and acquisition transactions involving public and private companies, focusing on both private equity and strategic acquirer transactions, as well as bankruptcy-based asset sales. He also regularly handles public and private offerings of equity and debt securities, and advises boards of directors and senior management on strategic and governance matters.

Selected Significant Matters

  • USI’s Acquisition by Hennessy Capital: Represented United Subcontractors, Inc. (USI) in its 2016 agreement to be acquired by Hennessy Capital Acquisition Corp. II (HCAC) for approximately $348.5 million.
  • Time Warner and Turner Broadcasting, Inc.: Represented both companies in Turner Broadcasting’s 2015 acquisition of iStreamPlanet.
  • Seven Mile Capital Partners’ Acquisition of Microporous: Represented leading middle market private equity fund in 2013 acquisition of battery separator manufacturer from Polypore International Inc. pursuant to FTC divestiture order.
  • Turner Broadcasting System Acquisition of Bleacher Report: Represented Turner in its 2012 acquisition of Bleacher Report, a leading sports digital media company.
  • Clovis Oncology Acquisition of Ethical Oncology Sciences: Represented Clovis, a leading oncology specialty pharmaceutical company, in its 2013 stock-for-stock acquisition of Ethical Oncology Sciences SpA, and the subsequent public offering of Clovis shares by EOS shareholders.
  • Time Warner Investments in Central European Media Enterprises: Represented Time Warner in several equity and debt financing transactions with CME, a leading Eastern European media company, from 2008 to the present.
  • Public Offering of Clovis Oncology: After representing Clovis, a leading oncology specialty pharmaceutical company, in several early stage equity financings, took Clovis public in 2011; subsequently represented in Clovis in several follow-on equity offerings.

Selected Professional and Business Activities

Bill serves on the Corporation Law Committee of the New York City Bar Association, and has spoken at conferences and seminars on a variety of topics, including Private Equity Developments, Corporate Governance, M&A Trends, Negotiating Corporate Agreements, Earnouts, U.S. securities offerings by non-U.S. issuers, NASDAQ and New York Stock Exchange listings, and American Depositary Receipt offerings.  He has also published numerous articles on similar topics relating to U.S. securities laws and practices.

Bill is a member of the American and New York State Bar Associations.

Publications / News / Events

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