Access Midstream Partners, L.P. (NYSE:ACMP) agreed to acquire Chesapeake Midstream Operating, L.L.C from Chesapeake Midstream Development, L.P. for $2.2 billion in cash on December 11, 2012. The purchase price is subject to post-closing adjustments. The transaction will be funded by sale of up to $1.2 billion of additional limited partner interests and $1 billion under bridge facility commitments from Citigroup, Barclays and UBS Investment Bank. In a related transaction, ... Williams (NYSE:WMB) will acquire 50% of the general partner of Access and 34.5 million of Access’ subordinated limited partner units from Global Infrastructure Partners. Separately, Access and Chesapeake have agreed to extend Access’ exclusivity period with respect to Chesapeake’s remaining assets in the mid-continent region until March 1, 2013. The transaction was unanimously approved by the Board of Directors of Access’ general partner and by the Board’s conflicts committee, which is comprised entirely of independent directors. The applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act has expired. The transaction is expected to close by the end of 2012 and be immediately accretive to distributable cash flow. Barclays and Citi acted as exclusive financial advisors to Access with respect to the acquisition and its related financings. Jefferies & Company, Inc. and Goldman, Sachs & Co. are serving as financial advisors to Chesapeake. Tudor, Pickering, Holt & Co. Securities, Inc. acted as financial advisors to the conflicts committee and Richards, Layton & Finger, P.A. acted as legal advisor to the conflicts committee. Ted Sonnenschein, Eli Hunt, Jeffrey Munoz, Ryan Maierson, Charles Carpenter, David Raab, Tim Fenn, Craig Kornreich, Catherine Ozdogan, David Taub, Tad Lipsky, Sydney Smith, Joel Mack, Andrea Schwartzman, Ken Simon and Jed Brickner of Latham & Watkins LLP acted as legal advisors to Access and Ray Lees of Commercial Law Group, P.C. acted as legal advisor to Chesapeake Midstream Development. Also, Jeff Schlegel and Darrell W. Taylor of Jones Day acted as legal advisor to Access and the conflicts committee. David A. Katz. of Wachtell, Lipton, Rosen & Katz acted as legal advisor for Chesapeake. White & Case LLP acted as the legal advisor to Tudor, Pickering, Holt & Co. Securities, Inc.
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