March 19 (Bloomberg) -- Williams Partners LP, the third-biggest U.S. pipeline partnership, agreed to buy a natural-gas pipeline system in the Marcellus Shale from closely held Caiman Energy LLC for $2.5 billion in cash and equity.
Williams will acquire the pipeline unit Caiman Eastern Midstream LLC, which built pipelines, two processing plants and a gas-liquids fractionator with backing from private-equity firm EnCap Flatrock Midstream, according to a statement from Williams. Caiman has agreements with 10 producers to gather and process gas and petroleum liquids from wells drilled across 236,000 acres in West Virginia, Ohio and Pennsylvania.
The companies estimate the Caiman system will gather more than 2 billion cubic feet of gas a day by 2020 and process about 300,000 barrels a day of gas liquids and condensate, according to the statement.
“These new assets, anchored by long-term agreements with a diverse set of customers, give us a major presence in the liquids-rich portion of the Marcellus Shale,” Williams Cos. Chief Executive Officer Alan Armstrong said in the statement. Williams Cos. owns 72 percent of Williams Partners.
The partnership will fund the transaction with $1.78 billion in cash and will issue Caiman about 11.8 million Williams Partners units, valued at about $720 million, according to the statement. Williams Cos. will make an additional investment in Williams Partners of $1 billion to help fund the acquisition.
Williams Partners said in December it would pay Delphi Midstream Partners LLC $750 million for its Laser gas-gathering system in the Marcellus.
The purchase of Caiman’s assets helps Williams expand into the liquids-producing areas of southwest Pennsylvania, where it also is planning an extension of its Texas-to-New York Transco pipeline, said Bradley Olsen, an analyst with Tudor Pickering Holt & Co. in Houston.
“Williams, even before this deal, had kind of a chokehold on the dry-gas area of the Marcellus, but they didn’t really have any liquids-rich areas,” Olsen said in a telephone interview. He rates Williams Partners a “hold” and owns none of its units.
Williams is paying about 10 times the Caiman unit’s earnings before interest, taxes, deductions and amortization, Olsen said.
Caiman began building the system in 2009, said William Lemmons, a managing partner at EnCap Flatrock. The transaction allows EnCap Flatrock to gain a quick profit for its investors, Lemmons said in an interview. Now Williams, with its deeper pockets, can continue to grow the system, he said.
“They’ve got a very long runway for investments,” Lemmons said. “There are literally thousands of well sites to be drilled.”
Williams Partners, based in Tulsa, Oklahoma, said it will form a joint venture with Dallas-based Caiman Energy to build more pipelines and processing plants in the Utica Shale, which lies beneath the Marcellus Shale.
The Marcellus Shale may hold as much as 141 trillion cubic feet of natural gas, according to Bloomberg Industries. The Utica Shale may hold as much as 5.5 billion barrels of oil and 15.7 trillion cubic feet of gas, according to the Ohio Department of Natural Resources. Both fields rely on horizontal drilling and hydraulic fracturing to produce oil and gas.
Jefferies Group Inc. and UBS AG acted as financial advisers to Williams Partners on the latest transaction and Gibson Dunn & Crutcher LLP provided legal counsel. UBS also arranged a loan for Williams Partners to help finance the acquisition. Barclays Plc and Citigroup Inc. provided financial advice to Caiman Energy, while Vinson & Elkins LLP acted as legal counsel.
The announcement came after the close of regular trading in U.S. Markets. Williams Cos. fell 0.1 percent to close at $30.42; Williams Partners rose 0.9 percent to $61.06.
Enterprise Products Partners LP and Kinder Morgan Energy Partners LP are the biggest U.S. pipeline partnerships.
(Williams has scheduled a conference call to discuss the transaction at 9 a.m. New York time, available at EVTS <GO> )
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