OREANDA-NEWS. September 26, 2016. Williams (NYSE: WMB) and Williams Partners (NYSE: WPZ) announced today the completion of the sale of their Canadian businesses to Inter Pipeline Ltd. (Inter Pipeline) (TSX: IPL). The combined cash proceeds amounted to \\$1.38 billion CAD between the partnership and company.

In connection with the sale, Williams agreed to waive \\$150 million USD of incentive distribution rights in the quarter following closing to facilitate the partnerships consent to the sale in recognition of the value of inter-company contracts. After taking into account this waiver, the division of the combined sales price between the entities is ~\\$839 million USD for Williams Partners and ~\\$220 million USD for Williams. The partnership and the company plan to use the cash proceeds from the transactions to reduce borrowings on credit facilities.

Certain amounts are required to be withheld and deposited into escrow accounts in accordance with the sale agreements. At closing, \\$105 million CAD of Williams proceeds were placed in escrow pending the receipt of certain credits being pursued by the Canadian businesses. In compliance with certain tax rules pertaining to a sale of Canadian assets by a foreign parent, 25 percent of the total proceeds, after the withholding described above, were deposited with an escrow agent pending receipt of Canadian Revenue Agency tax clearance which is expected in late 2016 or early 2017. The company and the partnership do not expect a taxable gain on the transactions.

Completing this transaction represents further progress on the commitment we made in early 2016 to strengthen our balance sheet and position Williams for continued growth, said Alan Armstrong, Williams president and chief executive officer. This action enhances our ability to deliver on our natural gas focused-strategy and emphasis on our core business.

TD Securities Inc. acted as lead financial advisor and Barclays acted as a co-advisor to Williams on the transactions.

About Williams

Williams (NYSE: WMB) is a premier provider of large-scale infrastructure connecting U.S. natural gas and natural gas products to growing demand for cleaner fuel and feedstocks. Headquartered in Tulsa, Okla., Williams owns approximately 60 percent of Williams Partners L.P. (NYSE: WPZ), including all of the 2 percent general-partner interest. Williams Partners is an industry-leading, large-cap master limited partnership with operations across the natural gas value chain from gathering, processing and interstate transportation of natural gas and natural gas liquids to petchem production of ethylene, propylene and other olefins. With major positions in top U.S. supply basins, Williams Partners owns and operates more than 33,000 miles of pipelines system wide including the nations largest volume and fastest growing pipeline providing natural gas for clean-power generation, heating and industrial use. Williams Partners operations touch approximately 30 percent of U.S. natural gas. www.williams.com

About Williams Partners

Williams Partners (NYSE: WPZ) is an industry-leading, large-cap natural gas infrastructure master limited partnership with a strong growth outlook and major positions in key U.S. supply basins. Williams Partners has operations across the natural gas value chain from gathering, processing and interstate transportation of natural gas and natural gas liquids to petchem production of ethylene, propylene and other olefins. Williams Partners owns and operates more than 33,000 miles of pipelines system wide including the nations largest volume and fastest growing pipeline providing natural gas for clean-power generation, heating and industrial use. Williams Partners operations touch approximately 30 percent of U.S. natural gas. Tulsa, Okla.-based Williams (NYSE: WMB), a premier provider of large-scale U.S. natural gas infrastructure, owns 60 percent of Williams Partners, including all of the 2 percent general-partner interest. www.williams.com

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 companys annual and quarterly reports filed with the Securities and Exchange Commission.