We are advising Williams on the transaction

Davis Polk is advising Williams on its acquisition of MountainWest Pipelines Holding Company from Southwest Gas Holdings Inc. for an enterprise value of $1.5 billion, including $1.07 billion of cash and $430 million of assumed debt. The transaction is expected to close in 2023, following satisfaction of customary closing conditions, including regulatory approvals and the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Headquartered in Tulsa, Oklahoma, Williams is an industry leader with operations across the natural gas value chain, including gathering, processing, interstate transportation and storage of natural gas and natural gas liquids. Williams owns and operates more than 30,000 miles of pipelines – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately 30% of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use.

Southwest Gas Holdings, through its subsidiaries, engages in the business of purchasing, distributing and transporting natural gas, and providing comprehensive utility infrastructure services across North America. Southwest Gas Corporation, a wholly owned subsidiary, safely and reliably delivers natural gas to over two million customers in Arizona, California and Nevada. The company’s MountainWest subsidiary provides natural gas storage and interstate pipeline services within the Rocky Mountain region.

The Davis Polk corporate team includes partner H. Oliver Smith and associates Malik M. Khalil and Andrew R. Board. The executive compensation team includes partner Kyoko Takahashi Lin and associate Laura S. Lee. The tax team includes partner William A. Curran and associate Danielle Rapaccioli. The antitrust and competition team includes partner Howard Shelanski and associate Benjamin M. Miller. The intellectual property and technology transactions team includes partner Pritesh P. Shah and associate S. Dream Montgomery. Members of the Davis Polk team are based in the New York and Washington DC offices.

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