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Williams Completes Acquisition of GP And LP Interests In Access Midstream Partners For $5.995B In Cash

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Williams (NYSE: WMB) today successfully completed the previously announced acquisition of the 50 percent general partner interest and 55.1 million limited partner units in Access Midstream Partners, L.P. (NYSE: ACMP) previously held by Global Infrastructure Partners II (“GIP”) for $5.995 billion in cash. Williams now owns 100 percent of the general partner and approximately 50 percent of the limited partner units in Access Midstream Partners. 
“Access Midstream further enhances our presence in attractive growth basins, positions us to take advantage of demand growth and the increase in natural gas supply, and supports our industry-leading dividend growth strategy,” said Alan Armstrong, Williams’ chief executive officer. “In addition to increasing our footprint with excellent fee-based assets, we’re fortunate to welcome the talented employees of Access to the Williams family of companies. The value they bring, especially on the project execution front, is one of the most compelling benefits of this acquisition and the proposed merger.” 
As previously announced, Williams is proposing the merger of Williams Partners L.P. (NYSE: WPZ) with and into Access Midstream Partners, L.P. Williams is proposing that the entities merge in a unit-for-unit exchange at a ratio of 0.85 Access Midstream Partners units per Williams Partners unit. The proposal also includes an option for Williams Partners unitholders to take either a one-time special payment of $0.81 per unit, or an equivalent value of additional common units of Access Midstream Partners, to compensate for a lower expected per-unit LP cash distribution in 2015. 
Assuming the merger is completed in 2014, the merged MLP is expected to have a 2015 distribution increase of at least 25 percent above Access Midstream Partners’ current guidance of $2.79 per unit, which represents an increase of more than 40 percent above current 2014 distribution guidance. The merged partnership is expected to have a best-in-class distribution growth rate of 10 to 12 percent annually through 2017, strong coverage and strong investment-grade ratings. Distribution coverage is estimated to be approximately 1.2x in 2015 and at or above 1.1x through 2017. 
The proposed merger terms will be subject to negotiation, review and approval by conflicts committees of each partnership’s full board of directors as well as approval by each partnership’s board of directors. The conflicts committees, comprised solely of independent board members, have retained legal and financial advisors. 
If consummated, the merged MLPs would be named Williams Partners L.P. and would become one of the largest and fastest-growing MLPs – with expected 2015 adjusted EBITDA of approximately $5 billion. Williams expects the merged partnership to be a synergistic combination, well-positioned to connect the best supplies with the best markets and benefit from the ongoing energy infrastructure super-cycle. 
“We now look forward to pursuing the proposed MLP merger and accelerating Williams’ move to a pure-play GP holding company,” Armstrong concluded. 
Dividend Increases 
Williams plans to increase its third-quarter 2014 dividend 32 percent to $0.56, or $2.24 on an annualized basis. In addition to the third-quarter 2014 dividend increase announced June 15, Williams also previously provided new dividend-growth guidance of approximately 15 percent annually – from the higher third-quarter 2014 base – through 2017 with planned dividends of approximately $1.96 in 2014, $2.46 in 2015, $2.82 in 2016, and $3.25 in 2017. The expected quarterly increases in Williams’ dividend are subject to quarterly approval of the company’s board of directors. 
UBS Investment Bank, Barclays and Citigroup acted as financial advisors and Gibson Dunn acted as legal counsel to Williams. Additionally, UBS Investment Bank, Barclays and Citigroup acted as lead arrangers for the Williams interim-liquidity facility. 
Non-GAAP Measures 
This press release includes combined adjusted EBITDA for Williams Partners and Access Midstream Partners for 2015, which is a non-GAAP financial measure as defined under the rules of the SEC. 
For Williams Partners L.P. we define adjusted EBITDA as net income (loss) attributable to the partnership before income tax expense, net interest expense, depreciation and amortization expense, equity earnings from investments and allowance for equity funds used during construction, adjusted for equity investments, cash distributions to the partnership and certain other items management believes affect the comparability of operating results. 
Access Midstream Partners defines adjusted EBITDA as net income (loss) before income tax expense, interest expense, depreciation and amortization expense and certain other items management believes affect the comparability of operating results. 
This press release also refers to cash distribution coverage ratio, which is also a non-GAAP financial measure as defined under the rules of the SEC. 
For Williams Partners L.P. we define distributable cash flow as net income plus depreciation and amortization and cash distributions from our equity investments less our earnings from our equity investments, income attributable to noncontrolling interests and maintenance capital expenditures. We also adjust for payments and/or reimbursements under omnibus agreements with Williams and certain other items. 
For Williams Partners L.P. we calculate the ratio of distributable cash flow to the total cash distributed (cash distribution coverage ratio). This measure reflects the amount of distributable cash flow relative to our cash distribution. 
This press release is accompanied by a reconciliation of adjusted EBITDA to the nearest GAAP financial measures. Management uses non-GAAP financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of the partnership's assets and the cash that the business is generating. Neither adjusted EBITDA nor distributable cash flow are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles. 

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