Access Midstream Partners, L.P. (NYSE:ACMP) today announced it has agreed to acquire Chesapeake Midstream Operating, L.L.C., a wholly owned subsidiary of Chesapeake Midstream Development, L.L.C., from Chesapeake Energy Corporation (NYSE:CHK) for $2.16 billion in cash. The acquisition adds natural gas gathering and processing assets in the Eagle Ford, Utica and Niobrara liquids-rich plays and expands Access’ existing position in both the Haynesville and Marcellus dry gas plays. 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 acquisition of the midstream assets is a transformational opportunity for Access and will create the leading gathering and processing MLP in the country. Upon completion of this transaction, Access will have large scale, well established footprints in virtually all of the major unconventional basins in the United States. The acquisition provides immediate entry to gathering opportunities in key liquids-rich regions and to the processing and fractionation segments of the midstream value chain. Consistent with the Partnership’s current portfolio of assets, the acquired assets are anchored by long-term, market-based, cost of service agreements with Chesapeake and other producer customers. This long-term, cost of service contract structure provides protections for capital, inflation and re-contracting risks resulting in highly visible and predictable cash flows. The acquisition is expected to close by the end of 2012 and be immediately accretive to distributable cash flow.
Concurrent with the closing of the acquisition, Williams (NYSE:WMB) will acquire 50 percent of the general partner of Access and 34.5 million of Access’ subordinated limited partner units from Global Infrastructure Partners. Williams’ vast midstream experience will complement GIP’s strong strategic and financial sponsorship as Access continues to execute on its best in class business model.
GIP and Williams have entered into a subscription agreement to purchase an aggregate of up to $1.16 billion of additional limited partner interests, including $350 million of paid in kind equity, demonstrating their substantial commitment to Access’ long-term success. Access has concurrently obtained debt commitments to finance the balance of the purchase price. Citigroup, Barclays and UBS Investment Bank have provided commitments for a $1.0 billion acquisition bridge facility. Barclays and Citi acted as exclusive financial advisors to Access with respect to the acquisition and its related financings.