WMB Williams Companies Inc

On April 13, 2017, Williams Partners L.P. (the “Partnership”), Williams Field Services Group, LLC, an indirect wholly owned subsidiary of the Partnership (“Williams FSG”), Williams Olefins, L.L.C., a wholly owned subsidiary of Williams FSG (the “Company”), NOVA Chemicals Inc. (“Nova”), and NOVA Chemicals Corporation (“Nova Parent”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) pursuant to which Williams FSG agreed to sell, and Nova agreed to buy, 100% of the issued and outstanding membership interests of the Company (the “Interests”). The Partnership has guaranteed the obligations of Williams FSG under the Purchase Agreement, and Nova Parent has guaranteed the obligations of Nova under the Purchase Agreement and other related agreements entered into in connection with the Purchase Agreement. The purchase price for the Interests is $2.1 billion, subject to a working capital adjustment.

The Purchase Agreement includes customary (1) representations and warranties of the parties, (2) covenants, including without limitation covenants with respect to actions taken prior to the closing, cooperation with respect to regulatory issues, and access to information, and (3) indemnities. The Purchase Agreement is also subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval by the Committee on Foreign Investment in the United States. The Purchase Agreement contains certain termination rights for the parties, including if the closing of the transactions contemplated thereby does not occur by December 22, 2017 or, under certain conditions, if there has been a breach of certain representations and warranties or a failure to perform any covenant by the other party. Closing is anticipated to occur in the summer of 2017.