Williams Completes Acquisition of Access Midstream Investments, Total Consideration is Approximately $2.25 Billion

  Williams Completes Acquisition of Access Midstream Investments, Total
  Consideration is Approximately $2.25 Billion

Business Wire

TULSA, Okla. -- December 20, 2012

Williams (NYSE:WMB) announced today that the company has completed its
previously announced investments in privately held Access Midstream Partners
GP, L.L.C. (Access GP) and Access Midstream Partners, LP (NYSE:ACMP).

The total consideration for the company’s investments in the Access Midstream
entities was approximately $2.25 billion including transaction costs. That
amount was reduced from the previously reported amount of up to $2.4 billion
due primarily to ACMP’s capital-raising activities and closing adjustments.

Transaction Details

Williams’ total cash consideration paid to GIP Fund I was $1.82 billion for a
50-percent interest in Access Midstream Ventures, L.L.C., the sole owner of
Access GP, and 34.5 million ACMP subordinated LP units.

Williams’ total cash consideration for its direct ACMP investments included
approximately $356 million for Class B payment-in-kind (PIK) units and Class C
subordinated units. This amount includes $13 million for Williams to maintain
its share of the general-partner interest. As a result of ACMP’s successful
$592 million equity offering last week, Williams’ commitment to purchase up to
an additional $230 million in ACMP equity was not needed and the commitment
was canceled.

Williams now owns a 50-percent interest in Access GP which includes a
2-percent interest in ACMP and incentive distribution rights. In addition,
William's holds 24 percent of ACMP’s outstanding limited-partner units. The
limited-partner interests include approximately 34.5 million ACMP subordinated
units that are expected to convert to common units during 2013, approximately
5.9 million PIK units that are expected to convert to common units at the end
of 2014, and 5.6 million Class C subordinated units that are expected to
convert common units at the end of 2013.

About Williams (NYSE: WMB)

Williams is one of the leading energy infrastructure companies in North
America. It owns interests in or operates 15,000 miles of interstate gas
pipelines, 1,000 miles of NGL transportation pipelines, and more than 10,000
miles of oil and gas gathering pipelines. The company’s facilities have daily
gas processing capacity of 6.6 billion cubic feet of natural gas and NGL
production of more than 200,000 barrels per day. Williams owns approximately
70 percent of Williams Partners L.P. (NYSE: WPZ), one of the largest
diversified energy master limited partnerships. Williams Partners owns most of
Williams’ interstate gas pipeline and domestic midstream assets.The company’s
headquarters is in Tulsa, Okla. For more information, visit www.williams.com,
where the company routinely posts important information.

Portions of this document 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.


Media Contact:
Jeff Pounds, 918-573-3332
Investor Contacts:
John Porter, 918-573-0797
Sharna Reingold, 918-573-2078
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