Item 1.01. Entry into a Material Definitive Agreement.
On April 13, 2017, Williams Partners L.P. (the "Partnership"), Williams Field
Services Group, LLC, an indirect wholly owned subsidiary of the Partnership
("Williams FSG"), Williams Olefins, L.L.C., a wholly owned subsidiary of
Williams FSG (the "Company"), NOVA Chemicals Inc. ("Nova"), and NOVA Chemicals
Corporation ("Nova Parent") entered into a Membership Interest Purchase
Agreement (the "Purchase Agreement") pursuant to which Williams FSG agreed to
sell, and Nova agreed to buy, 100% of the issued and outstanding membership
interests of the Company (the "Interests"). The Partnership has guaranteed the
obligations of Williams FSG under the Purchase Agreement, and Nova Parent has
guaranteed the obligations of Nova under the Purchase Agreement and other
related agreements entered into in connection with the Purchase Agreement. The
purchase price for the Interests is $2.1 billion, subject to a working capital
The Purchase Agreement includes customary (1) representations and warranties of
the parties, (2) covenants, including without limitation covenants with respect
to actions taken prior to the closing, cooperation with respect to regulatory
issues, and access to information, and (3) indemnities. The Purchase Agreement
is also subject to customary closing conditions, including the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and approval by the Committee on Foreign
Investment in the United States. The Purchase Agreement contains certain
termination rights for the parties, including if the closing of the transactions
contemplated thereby does not occur by December 22, 2017 or, under certain
conditions, if there has been a breach of certain representations and warranties
or a failure to perform any covenant by the other party. Closing is anticipated
to occur in the summer of 2017.
Item 7.01. Regulation FD Disclosure.
On April 17, 2017, The Williams Companies, Inc. and the Partnership issued a
press release announcing the entry into the Purchase Agreement. A copy of this
press release is furnished and attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information furnished is not deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, is not subject to the
liabilities of that section and is not deemed incorporated by reference in any
filing under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
99.1 Press release dated April 17, 2017
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