WPZ/ACMP Merger Q&A

    • On Feb. 2, 2015, Williams Partners merged with and into a subsidiary of Access Midstream Partners in a unit-for-unit exchange at a ratio of 0.86672 ACMP common units per 1 WPZ common unit held by the WPZ public unitholders.
    • For example, if a unitholder owned 1,000 units of WPZ before the merger, after the effect of the merger the unitholder would own 866.72 units.
    • An Oct. 26, 2014 press release announcing the merger agreement including a section describing “key terms” of the merger can be found here.
  1. No.

    • Under the final terms of the merger agreement, Williams Partners merged with and into a subsidiary of Access Midstream Partners in a unit-for-unit exchange at a ratio of 0.86672 ACMP common units per 1 WPZ common unit held by the WPZ public unitholders.

    • Williams initially proposed the merger of ACMP and WPZ on June 15, 2014.  Under the original terms, Williams proposed that ACMP would acquire WPZ at an exchange ratio of 0.85 ACMP common units for each WPZ common unit plus additional consideration of $0.81 per WPZ common unit to be paid by ACMP in cash or additional ACMP common units.

    • After subsequent negotiations, the parties agreed that the WPZ public unitholders would receive 0.86672 ACMP common units, but no additional cash consideration.
  2. Access Midstream Partners, L.P. was the surviving entity in the merger transaction. As part of the closing of the merger, Access Midstream Partners, L.P. changed its name to Williams Partners L.P. and also changed its ticker symbol from “ACMP” to “WPZ.”

    The surviving entity is now named Williams Partners L.P. and trades under the ticker symbol “WPZ.”

  3. Historical unit price information for pre-merger Williams Partners can be found here.

    • Current unit price information for post-merger Williams Partners can be found here.
  4. The next quarterly cash distribution for post-merger Williams Partners will be $0.85 per unit for common unitholders. The quarterly cash distribution is payable on Feb. 13 to common unitholders of record at the close of business on Feb. 9.

  5. The joint information statement/consent statement/prospectus was first mailed to unitholders on or about Jan. 2, 2015. You can view it online here.

    Additional Q&As within the prospectus can be found here.

    • Increase scale and diversification with substantial operating footprint in major supply-growth basins in the United States, creating one of the most substantial growth platforms in the industry.
       
    • Significantly broadens customer base, enhances business platform, expands technical and operational expertise, and drives opportunities to sustain long-term growth.
       
    • Stronger credit profile expected upon integration of Access Midstream Partners’ low-risk business model, including 100 percent fee-based business.
       
    • Increases Williams Partners’ percentage of gross margin derived from fee-based business.

Portions of this information may constitute “forward-looking statements” as defined by federal law. Although the company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the company’s annual reports filed with the Securities and Exchange Commission.