Item 1.01
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Entry into a Material Definitive Agreement.
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WPZ Interest Swap and Purchase Agreement
On February 9, 2017, certain subsidiaries of The Williams Companies, Inc. (WMB), including Williams Partners L.P. (WPZ), entered
into an Interest Swap and Purchase Agreement with Western Gas Partners, LP (WES) and certain of WESs affiliates (the Agreement). Under the Agreement, WPZ will acquire WESs 33.75% non-operated interest in two
natural gas gathering systems located in northern Pennsylvania, commonly referred to as the Liberty and Rome systems as operated by WPZ, and $155 million in cash. In exchange, WES will receive WPZs 50% non-operated interest in certain west
Texas midstream assets, commonly known as the Delaware Basin Gas Gathering System, owned pursuant to an agreement between an affiliate of WMB and Delaware Basin JV Gathering LLC (the Transaction).
The 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, and cooperation on various post-closing issues, and (3) indemnities. The closing of the Transaction is subject to standard closing conditions and adjustments, including review under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. WPZ expects the Transaction to close in the late first-quarter or early second-quarter of 2017, with an effective date of January 1, 2017.
In addition, on February 9, 2017, certain subsidiaries of WMB, including WPZ, entered into a separate agreement with Anadarko Pecos Midstream LLC
(APM) and Anadarko Petroleum Corporation, the corporate parent of APM, under which APM will purchase the 33.33% limited liability company membership interest in Ranch Westex JV, LLC from a wholly-owned subsidiary of WPZ for $45 million
in cash, subject to customary closing adjustments. The Ranch Westex JV, LLC assets are comprised of certain midstream processing facilities operated by an affiliate of Energy Transfer in the Delaware Basin. The agreement with APM is conditioned upon
the closing of the Transaction.
Williams Partners GP LLP is a wholly owned subsidiary of WMB, and WMB owns approximately 74 percent of WPZ, including the
general partner interest.
Disclaimer
The foregoing
description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by
reference. The Agreement is included as an exhibit to this Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about WPZ or WMB or the other parties to
the Agreement. The representations, warranties and covenants contained in the Agreement were made only for the purposes of the agreement and as of a specific date; were solely for the benefit of the parties to the agreement; may be subject to
limitations agreed upon by the contracting parties, including being qualified by disclosure schedules made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts; and may be subject
to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or conditions of WPZ or WMB or the other parties to the Agreement or any of their respective subsidiaries and affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may
change after the date of the Agreement, which subsequent information may or may not be fully reflected in WPZs or WMBs public disclosures.