Williams and Williams Partners announced Aug. 8 the sale of the companies’ Canadian businesses to Inter Pipeline for combined cash proceeds of $1.35 billion CAD, or about $1.03 billion USD.
Inter Pipeline is a major petroleum transportation, bulk liquid storage and natural gas liquids extraction business based in Calgary, Alberta. The company owns and operates energy infrastructure assets in western Canada and northern Europe.
In connection with the sale, Williams agreed to waive $150 million USD of incentive distribution rights in the quarter following closing to facilitate Williams Partners’ consent to the sale in recognition of the value of inter-company contracts. After taking into account this waiver, Williams Partners will receive net consideration of about $817 million and Williams will receive net consideration of about $209 million.
At closing, in compliance with certain tax rules pertaining to a sale of Canadian assets by a foreign parent, 25 percent of the proceeds will be deposited with the Canadian Revenue Authority (CRA) or an escrow agent pending receipt of CRA tax clearance which is expected in late 2016 or early 2017. The companies do not expect a taxable gain in light of the substantial tax basis in the assets. Williams and Williams Partners plan to use the cash proceeds from the transaction to reduce borrowings on credit facilities.
“We are proud of the tremendous businesses our Canadian team has built since we first began operating in Canada in 2002,” Williams president and CEO Alan Armstrong said. “This transaction represents significant progress on a major component of the 2016 capital and financing plan we announced in January.”
The transactions are expected to close in 2016. Closing is subject to customary closing conditions including Canadian regulatory approval. TD Securities Inc. acted as lead financial advisor to Williams on the transactions and provided fairness opinions to the board of directors of both Williams and Williams Partners that the consideration to be received under the transaction was fair, from a financial point of view, to each company respectively. Barclays acted as a co-advisor to Williams on the transactions.Tags: Inter Pipeline Ltd., Williams, Williams Partners