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Williams, Canadian pension board to form $3.8B Marcellus-Utica JV

Williams Cos. Inc. and the Canada Pension Plan Investment Board struck a deal to form a joint venture worth $3.8 billion in the Marcellus and Utica shale plays. The agreement encompasses William's fully owned Ohio Valley Midstream system and the Utica East Ohio Midstream system.

The pension board plans to invest about $1.34 billion in the systems to take on a 35% ownership stake. Williams would retain 65% of the ownership, operate the combined business and report the entities' financial results.

In conjunction with the joint venture agreement, Williams closed its purchase of a 38% stake it did not already own in the Utica East Ohio Midstream system from Momentum Midstream LLC, according to a March 18 news release. Williams will take over running the midstream system, which processes and fractionates natural gas and natural gas liquids in the Utica Shale.

After the pension board puts in its share, Williams expects to end up with a net of about $600 million, after transaction fees. The sum would offset the purchase price of the Utica East Ohio Midstream system. Williams said it would use the balance of the proceeds to fund its growth capital and reduce debt.

The pension board's acquisition is scheduled to close in the second or third quarter and is subject to customary closing conditions, including regulatory approvals.

Williams said the deals expand its footprint in the Northeast.

"These transactions create a platform for continued optimization and growth, provide deleveraging, reduce capital spending on processing and fractionation capacity for [Ohio Valley Midstream], and unlock further synergies through combined operatorship of the systems," Williams President and CEO Alan Armstrong said in a statement.

Morgan Stanley and CIBC Capital Markets were financial advisers to Williams. Gibson Dunn was its legal counsel for both transactions.

Tulsa, Okla.-based Williams owns and operates over 33,000 miles of pipelines, including Transcontinental Gas Pipe Line Co. LLC, the largest gas pipeline system by volume in the U.S.