Williams Partners, Access Midstream To Merge - Quick Facts

(RTTNews) - Williams (WMB), Williams Partners L.P. ( WPZ), and Access Midstream Partners, L.P. (ACMP) on Sunday announced that Williams Partners and Access Midstream Partners have entered into a merger agreement. Williams owns controlling interests in the two master limited partnerships.

Under the terms of the merger agreement, WPZ will merge with a subsidiary of ACMP in a unit-for-unit exchange at a ratio of 0.86672 ACMP common units per WPZ common unit held by the WPZ public unitholders.

Williams initially proposed the merger of ACMP and WPZ on June 15, concurrent with the announcement that Williams had acquired the ACMP common units and general partner interests in ACMP owned by Global Infrastructure Partners. Under the original terms, Williams proposed that ACMP would acquire WPZ at an exchange ratio of 0.85 ACMP common units for each WPZ common unit plus additional consideration of $0.81 per WPZ common unit to be paid by ACMP in cash or additional ACMP common units.

As a result of the merger, WPZ will become wholly owned by ACMP. The merged MLP will be named Williams Partners L.P. (WPZ) and will be based in Tulsa with major offices in Oklahoma City, Houston, Pittsburgh, Salt Lake City and Calgary.

"This is another big step toward our goal of becoming the leading natural gas infrastructure provider in North America," said Williams' Chief Executive Officer Alan Armstrong. "The combination of Access Midstream Partners' intense focus on natural gas gathering with Williams Partners' broader service offerings along the value chain is yielding even more robust growth opportunities."

Upon completion of the merger, expected to occur by early 2015, the merged master limited partnership ("MLP") is anticipated to be one of the largest and fastest growing MLPs with expected 2015 adjusted EBITDA of about $5 billion, industry-leading 10% to 12% annual limited partner unit distribution growth rate through the 2017 guidance period and with expected strong growth beyond.

Distribution coverage is expected to be at or above 1.1x or an aggregate of $1.1 billion through the 2017 guidance period. Cash distributions for 2015 are expected to total $3.65 per limited partner unit, up 50% and 30% over ACMP's 2014 and 2015 distribution guidance, respectively.

The merged MLP expects to pay a regular cash distribution in the first quarter of 2015 in the amount of $0.85 per unit, up 53% over the ACMP distribution paid in the first quarter of the prior year (assuming that the merger closes before the distribution record date). Full financial guidance for the merged MLP is expected to be announced following completion of the merger.

The merged MLP will feature large-scale positions across three key components of the midstream sector, including natural gas pipelines, gathering and processing and natural gas liquids and petrochemical services.