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| 8-K - 8-K - WILLIAMS COMPANIES, INC. | d451350d8k.htm |
 ©
2012 The Williams Companies, Inc. All rights reserved.
Williams agrees to make strategic
investment in Access GP and ACMP
Investor Conference Call
December 11, 2012
Alan Armstrong, Chief Executive Officer
Don Chappel, Chief Financial Officer
Exhibit 99.1 |
 ©
2012 The Williams Companies, Inc. All rights reserved.
The reports, filings, and other public announcements of The Williams Companies,
Inc. may contain or incorporate by reference statements that do not directly
or exclusively relate to historical facts. Such statements are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. We make these forward-looking statements in
reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. You typically can
identify forward-looking statements by various forms of words such as
"anticipates," "believes," "seeks," "could," "may," "should," "continues,"
"estimates," "expects,“
“assumes,”
"forecasts," "intends," "might," "goals,"
"objectives," "targets," "planned," "potential," "projects," "scheduled,"
"will,”
“guidance,”
“outlook,”
“in service date,”
“strategy”
or other similar expressions. These forward-looking statements are based on
management's beliefs and assumptions and on information currently available
to management and include, among others, statements regarding:
>
Amounts and nature of future capital expenditures;
>
Expansion and growth of our business and operations;
>
Financial condition and liquidity;
>
Business strategy;
>
Cash flow from operations or results of operations;
>
The levels of dividends to Williams stockholders;
>
Seasonality of certain business components; and
>
Natural gas, natural gas liquids, and crude oil prices and demand
Forward-looking statements are based on numerous assumptions, uncertainties and
risks that could cause future events or results to be materially different
from those stated or implied in this presentation. Many of the factors that will determine these results are beyond our ability
to control or predict. Specific factors that could cause actual results to differ
from results contemplated by the forward-looking statements include,
among others, the following: >
Whether
Williams
has
sufficient
cash
to
enable
it
to
pay
current
and
expected
levels
of
dividends;
>
Availability of supplies, market demand, volatility of prices,
and the availability and cost of capital;
>
Inflation,
interest
rates
–
and
in
the
case
of
Williams
fluctuation
in
foreign
exchange
and
general
economic
conditions
(including
future
disruptions
and
>
The
strength
and
financial
resources
of
our
competitors;
Ability
to
acquire
new
businesses
and
assets
and
integrate
those
operations
and
assets
into
our
>
Development of alternative energy sources;
2
Forward-looking statements
volatility in the global credit markets and the impact of these events on our
customers and suppliers); existing businesses, as well as expand our
facilities; |
 ©
2012 The Williams Companies, Inc. All rights reserved.
>
The impact of operational and development hazards;
>
Costs
of,
changes
in,
or
the
results
of
laws,
government
regulations
(including
safety
and
climate
change
regulation
and
changes
in
natural
gas
production
from exploration and production areas that we serve), environmental liabilities,
litigation, and rate proceedings; >
Williams’
costs
and
funding
obligations
for
defined
benefit
pension
plans
and
other
postretirement
benefit
plans
sponsored
by
its
affiliates;
>
Changes in maintenance and construction costs;
>
Changes in the current geopolitical situation;
>
Our exposure to the credit risk of our customers and counterparties;
>
Risks related to strategy and financing, including restrictions stemming from our
debt agreements, future changes in our credit ratings and the availability
and cost of credit;
>
Risks associated with future weather conditions;
>
Our ability to operate and control entities that we partially own in a manner
beneficial to us; >
Acts of terrorism, including cyber security threats and related disruptions; and
>
Additional risks described in our filings with the Securities and Exchange
Commission (“SEC”) 3
Forward-looking statements continued
Given the uncertainties and risk factors that could cause our actual results to
differ materially from those contained in any forward-looking statement,
we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update
the above list or to announce publicly the result of any revisions to any of the
forward-looking statements to reflect future events or developments.
In
addition
to
causing
our
actual
results
to
differ,
the
factors
listed
above
may
cause
our
intentions
to
change
from
those
statements
of
intention
set forth in this announcement. Such changes in our intentions may also cause our
results to differ. We may change our intentions, at any time and
without notice,
based
upon
changes
in
such
factors,
our
assumptions,
or
otherwise.
Investors
are
urged
to
closely
consider
the
disclosures
and
risk
factors
in
Williams’
annual
report
on
Form
10-K
filed
with
the
SEC
on
Feb.
28,
2012, and our quarterly reports on Form 10-Q available from our offices or from
our website at www.williams.com. The
issuer
has
filed
a
registration
statement
(including
a
prospectus)
with
the
SEC
for
the
offering
to
which
this
communication
relates.
Before you invest, you should read the prospectus in that registration statement
(Registration No. 333-181644) and other documents the
issuer
has
filed
with
the
SEC
for
more
complete
information
about
the
issuer
and
this
offering.
You
may
get
these
documents
for
free by visiting EDGAR on the SEC Web site at www.sec.gov or by visiting the
issuer’s website at www.williams.com. Alternatively, the
issuer,
any
underwriter
or
any
dealer
participating
in
the
offering
will
arrange
to
send
you
the
prospectus
if
you
request
it
by
contacting
Citigroup at 800-831-9146 or batprospectusdept@citi.com, Barclays at
888-603-5847 or Barclaysprospectus@broadridge.com, or UBS
Investment Bank at 888-827-7275. |
 ©
2012 The Williams Companies, Inc. All rights reserved.
Williams to invest up to $2.4 billion
expanding scale, basin-diversity,
fee-based earnings and growth
platform
Affirms guidance for 20% annual
dividend growth, $1.44 in 2013 and
$1.75 in 2014
Acquiring 50% Interest in Access Midstream Partners GP,
L.L.C. and Approximately 25% of LP Units of Access
Midstream Partners, LP for up to $2.4 Billion; ACMP to
Acquire Most of Chesapeake’s Remaining Gathering &
Processing Assets for $2.16 Billion
Expect Rapidly Growing Distributions From ACMP LP and
GP Interests, Including IDRs, to Add to Drivers of
Continued Strong Dividend Growth in 2014 and Beyond
Acquisition Significantly Increases Williams’
Economic
Opportunity in primarily Major Shale Plays with 8.7 Million
Acres Under Long-term Dedications and Gathering 3.9
Bcf/day
Bolsters Position in Marcellus and Utica; Adds Geographic
Diversity via Eagle Ford, Haynesville, Barnett, Permian,
Granite Wash, Colony Wash, Mississippi Lime and
Niobrara
Separately, Chesapeake Affirms Intention to Support
Williams’
Development of Proposed NGL Pipeline from
Marcellus/Utica Producing Areas to Gulf Coast Markets
Finance Investments with Combination of Equity and Debt;
Expect to maintain investment grade rating
GIP
New strategic
partnership with $15
billion fund
Existing ACMP
relationship
ACMP
GP & LP
Basin diversity
Cost-of-service
contracts
Experienced
leadership and staff
New investments to benefit WMB
4
Today’s announcement |
 ©
2012 The Williams Companies, Inc. All rights reserved.
1
WMB acquires GIP’s Fund I
holdings in ACMP, including a
50% GP interest and 34.5 million
subordinated units
ACMP continues as independent
public company with GIP Fund II
and WMB as 50-50 owners of
ACMP GP with equal
governance rights
2
ACMP, with support from WMB
and GIP Fund II, acquires most
of CHK’s remaining G&P
business for $2.16 billion
To support the ACMP acquisition,
WMB and GIP II each will make
equity investment in ACMP of
between $350 million and $580
million
*ACMP LP ownership %s dependent on certain capital raising activities
of ACMP. Definitions: Access GP = Access Midstream Partners, GP; ACMP = Access Midstream Partners LP; GIP =
Global Infrastructure Partners, CHK gathering & processing = majority of
Chesapeake Energy Corp.’s remaining gathering and processing business.
Williams
GIP Fund II
Access GP
ACMP
CHK gathering
& processing
2% GP/IDRs
50%
Interest
50%
Interest
31.9% of
LP units*
24.9% of
LP units*
43.2% of
LP units*
ACMP acquiring
Pro Forma Structure
5
Strategic, transformative transactions
Public |
 ©
2012 The Williams Companies, Inc. All rights reserved.
This pro forma structure represents Williams after the closing of its acquisition
of Access GP and ACMP interests and ACMP’s acquisition of most of Chesapeake’s
remaining
gathering
and
processing
assets.
6
Pro forma WMB corporate structure
100%
of GP
Interest,
IDRs
LP
68%
50% of
GP
Interest,
IDRs
LP
25% |
 ©
2012 The Williams Companies, Inc. All rights reserved.
Source: ACMP
Pro Forma ACMP Customer Base
Chesapeake
Anadarko
ExxonMobil
Shell
Statoil
Mitsui
Total
Enervest
7
Current ACMP Assets
Pro Forma ACMP Assets
Pro forma ACMP assets, customers |
 ©
2012 The Williams Companies, Inc. All rights reserved.
8
Alberta
Pro
Forma
Williams
and
ACMP
Assets
*
1
Some partially owned.
Investment adds to Williams’
scale,
diversity, fee-based cash flow
and growth platform
WPZ
Fractionator¹
Gas Processing and/or Treatment Plant¹
Natural Gas Gathering
Spars
WPZ Pipelines¹
LNG Storage¹
ACMP / Chesapeake G&P Active Areas
NGL Storage
Underground Storage
WMB
Olefins Plant and/or Fractionator
WMB Pipelines
ACMP / Chesapeake G&P
Olefins Plant and/or Fractionator |
 ©
2012 The Williams Companies, Inc. All rights reserved.
>
Large-scale, market-leading positions with fee-based revenues
and primarily low-risk cost-of-service contracts
>
Significantly diversifies Williams’
portfolio
>
Adds to long-term growth platform
>
Affirming 20% annual dividend growth for 2013-14
>
Expect
rapidly
growing
cash
distributions
from
ACMP
–
Adds
to
drivers
of
continued
strong
dividend
growth
in
2014
and
beyond
>
New strategic partnerships with ACMP and GIP
9
Strategic, value-creating transactions |