What are the expected U.S. federal income tax consequences to a WPZ Public Unitholder as a result of the Merger?

Q:

What are the expected U.S. federal income tax consequences to a WPZ Public Unitholder as a result of the Merger?

A:

The receipt of Williams Common Stock and any cash in lieu of fractional shares of Williams Common Stock in exchange for WPZ Public Units pursuant to the Merger should be a taxable transaction to U.S. holders (as defined in the section titled “Material U.S. Federal Income Tax Consequences”) for U.S. federal income tax purposes. In such case, a U.S. holder will generally recognize capital gain or loss on the receipt of Williams Common Stock and any cash received in lieu of fractional shares of Williams Common Stock in exchange for WPZ Public Units.  However, a portion of this gain or loss, which portion could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to assets giving rise to depreciation recapture or other “unrealized receivables” or to “inventory items” owned by Williams Partners and its subsidiaries.  Passive losses that were not deductible by a U.S. holder in prior taxable periods because they exceeded a U.S. holder’s share of Williams Partners’ income may become available to offset a portion of the gain recognized by such U.S. holder.

You can estimate your gain or loss from the transaction through the following process.  This calculation is an estimate only.  You will not be able to calculate your actual, final tax effect from this transaction until you receive your final Schedule K-1 and supporting materials (expected to be delivered in March, 2019).

  1. Calculate your estimated consideration received in the transaction by multiplying the number of WPZ units you own by 1.494 to estimate the number of whole shares and cash in lieu of fractional shares of WMB common stock you will receive. Multiply the number of whole shares by the closing price of WMB stock on the transaction close date, $31.79 per share, to determine the estimated “sales price.”
  2. If the exchange ratio from Step 1 results in a fractional share of WMB common stock, you will receive cash in lieu of the fractional share. No fractional shares of WMB common stock will be issued. Cash in lieu of fractional shares will be computed by multiplying the fractional interest by the average of the closing WMB share price over the five-trading-day period ending on the third trading day immediately preceding the transaction closing date (such average price calculated to be $31.02 per share). Add cash received in lieu of fractional shares to the “sales price.”
  3. Reduce the “sales price” by your estimated adjusted tax basis in WPZ units.  Your ending capital account amount outlined on your December 31, 2017 Schedule K-1 may provide an approximation of your ending tax basis for all units owned at December 31st.  The ending capital account amount includes your original cost of units, as reported to WPZ by your broker and other adjustments affecting tax basis.  However, brokers do not always report original cost or the original cost reported may be incorrect.  Any incomplete or incorrect reporting by the broker can cause the ending capital account to be incorrect.
  4. Further reduce this basis number at December 31, 2017, by any WPZ distributions you receive in 2018.
  5. Any 2018 WPZ taxable income or loss before the transaction will also be allocable to you. Taxable losses allocable to you will reduce your basis and increase your realized gain on the transaction, while any taxable income allocable to you will increase your basis and decrease your realized gain on the transaction.
  6. Any ordinary gain generated from the transaction may be reduced by any passive loss carryforwards, to the extent such passive loss carryforwards are available.

The tax consequences of the transaction to each WPZ unitholder will be unique and depend on the WPZ unitholder's particular facts and circumstances. You should consult your own tax advisor to determine the specific consequences to you of the transaction, including under the laws of any applicable state, local or foreign jurisdiction, and under any applicable U.S. federal laws other than those pertaining to income taxes.