Shearman & Sterling represented the underwriters, led by Morgan Stanley, in the $14 billion repositioning of Williams (NYSE: WMB), which included the $11.4 billion internal restructuring of its ownership of Williams Partners (NYSE: WPZ), a subsidiary of Williams, and the public offering of 74.75 million shares, or $2.2 billion, of common stock.  Williams waived payment of its incentive distribution rights in Williams Partners in exchange for Williams Partners common units.  Williams also used the net proceeds of the common stock offering to buy more Williams Partners common units.  Following the transaction, Williams owns approximately 72% of Williams Partners.  A separate team from Shearman & Sterling also represented Morgan Stanley on the fairness opinion given with respect to the restructuring, which was a transaction between affiliates.

Headquartered in Tulsa, OK, Williams is a mid-stream energy company, with large-scale infrastructure connecting US natural gas and natural gas products to the growing demand for cleaner fuel and feedstocks.  Williams Partners is an industry-leading, 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 the production of ethylene, propylene and other olefins.