Summary
This 8-K filing from Williams Companies, Inc. (WMB) on November 21, 2006, details a material definitive agreement related to Williams Partners L.P. (the Partnership). The Partnership entered into a Purchase and Sale Agreement to acquire an additional 74.9% membership interest in Williams Four Corners LLC (Four Corners) from affiliated entities for approximately $1.223 billion. This acquisition follows a prior 25.1% interest acquisition in June 2006. Four Corners holds natural gas gathering, processing, and treating assets in the San Juan Basin. The transaction's consideration will include cash and up to $325 million in newly issued Class B Units of the Partnership, which are subject to unitholder approval for conversion into common units. The agreement includes customary representations, warranties, and indemnification provisions, with specific caps and deductibles. The transaction is expected to close in the fourth quarter of 2006, subject to financing and regulatory approvals.
Key Highlights
- 1Williams Partners L.P. to acquire an additional 74.9% interest in Williams Four Corners LLC for $1.223 billion.
- 2Four Corners owns natural gas gathering, processing, and treating assets in the San Juan Basin.
- 3The acquisition follows a prior 25.1% interest purchase earlier in 2006.
- 4Consideration includes cash and up to $325 million in Class B Units, which require unitholder approval for conversion.
- 5The transaction is subject to financing and antitrust clearance (HSR Act).
- 6Closing is anticipated in the fourth quarter of 2006.
- 7The agreement includes reciprocal indemnification provisions with specified deductibles and caps.