chesapeake midstream development...

CHESAPEAKE MIDSTREAM DEVELOPMENT ACQUISITION

DECEMBER 11, 2012

TRANSACTION OVERVIEW

ACMP to acquire a substantial majority of Chesapeake Energy’s remaining midstream assets (“CMD”) for $2.16 billion

Unique opportunity to accelerate ACMP’s drop down story Partnership establishes a significant footprint in leading unconventional basins Enhances strategic scale and diversity

The Williams Companies, Inc. (“WMB”) to partner with GIP, enhancing sponsorship of ACMP WMB to acquire 50% of ACMP GP and ~23% of LP Units; an endorsement of ACMP’s

strategic platform and potential Leading midstream operational and development capabilities complement ACMP’s

already strong position

2

WMB Strategic Investment in ACMP

Sponsors investing new long-term equity in transaction – $1.16 billion committed Equity structured with PIK and subordinated features to support near-term build out

of gathering and processing platform Demonstrates commitment to ACMP’s long term success

Substantial GIP and WMB Equity Commitment

ACMP Acquisition of CHK Midstream Assets (CMD)

Expanding Footprint and Scale

Increased Diversification

Low Risk Contract Structure

Predictable Cash Flow Growth

High Quality Organic Growth Platform

Strong Sponsorship from GIP / WMB

KEY TRANSACTION HIGHLIGHTS

CMD Areas of Operation Key Transaction Highlights

3

TRANSACTION HIGHLIGHTS

Increased Diversification Adds significant acreage dedications in key unconventional basins Enhanced exposure to oil/liquids focused drilling and entry into gas processing

segment of the value chain

Expanding Footprint and Scale

Creates the largest gathering and processing MLP measured by volume and invested capital Addition of CMD midstream assets positions ACMP among largest midstream MLPs

High Quality Organic Growth Platform

Industry leading long-term organic growth project pipeline Substantial growth capex expected to be deployed in the next five years, earning a

contractual mid-teens return

Low Risk Contract Structure

Low-risk gathering and processing contracts with appropriate downside protection that provide stable cash flow profile

No direct commodity exposure in all basins with contractual features supporting cash flow generation

Predictable Cash Flow Growth

Contractual features deliver predictable, growing cash flows Near-term contractual downside protection provides near-term revenue risk mitigation

Strong Sponsorship from GIP / WMB

Significant incremental equity investment from strong sponsors in GIP and WMB Williams adds vast expertise across the midstream value chain for natural gas and

NGLs with its significant strategic investment and endorsement of ACMP 4

EXPANDS SCALE AND DIVERSITY WITH STRATEGIC SPONSOR SUPPORT

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

ACMP NGLS XTEX DPM MWE RGP WES CPNO CMLP APL

Mmcfe/d

SCALE OF ACMP OPERATIONS

3Q 2012 PF Average Daily Throughput of Gathering Assets

(1) Data for 3 months ending 9/30/12 from quarterly filings and is pro-forma to include CMD throughput. 1. Actual throughput volumes of 2,802MMcf/d; contribution from dropped assets of ~574MMcf/d.

(1)

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ACMP IS THE LARGEST G&P MLP MEASURED BY VOLUME AND INVESTED CAPITAL

Key Operating Data(1)

Current Pro Forma

Basins 7 10

Invested Capital: $3.8 billion $6.0 billion

Dedicated Acreage: 4.4 million 8.7 million

Miles of Pipe: 4,155 5,828

Volume: (mmcf/d) 2,825 3,909

Wells Gathered: 5,808 8,603

Direct Employees: 533 1,124

BASIN AND CUSTOMER DIVERSIFICATION

Growth from seven to ten basins

Greater geographic diversity

Current ACMP Assets

6

EXPANDING ACCESS TO BASINS AND CUSTOMER BASE

Pro Forma ACMP Assets

Pro Forma ACMP Customer Base

Chesapeake

Anadarko

ExxonMobil

Shell

Statoil

Mitsui

Total

Enervest

BASIN DIVERSIFICATION

Barnett

Marcellus Mid-Continent Haynesville Eagle Ford Utica Niobrara

Basin Characteristics Dry Gas Dry Gas; Wet

Gas Dry Gas; Wet

Gas; Oil Dry Gas Wet Gas; Oil Dry Gas; Wet Gas; Oil Wet Gas; Oil

Gas Gathered (3Q 2012) 1,236 MMcfd 717 MMcfd 573 MMcfd 1,189 MMcfd 158 MMcfd 26 MMcfd 10 MMcfd

Existing Dedication Current / Pro Forma (acres)

931,000 / 931,000

1,329,000 / 1,740,000

1,964,000 / 1,964,000

209,000 / 547,000

0 / 1,382,000

0 / 1,846,000

0 / 311,000

Business Lines Gas Gathering;

Treating; Compression

Gas Gathering; Compression

Gas Gathering; Treating;

Compression


Compression


Compression


Compression; Gas Processing

and Fractionation


Compression; Gas Processing

Contract Terms MVC and Fee Redetermination

Cost of Service and EBITDA

Guaranty

Annual Fee Redetermination

Annual Fee Redetermination / MVC and Fee

Tiers

Cost of Service and Fee Tiers

Cost of Service (gathering) / Fixed-Fee (processing)

Cost of Service

BROAD EXPOSURE TO WET GAS, OIL, AND DRY GAS RESOURCE PLAYS

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CONTRACT STRUCTURE

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ACMP Haynesville

Eagle Ford Utica Niobrara

Direct Commodity Price Exposure

None None None None None

Contract Structure Cost of Service,

Fee Redetermination, MVC

Fixed Fee with MVC and Fee Tiers

Cost of Service and Fee Tiers

Cost of Service (gathering) / Fixed Fee (processing)

Cost of Service

Re-Contracting 15 – 20 Year Acreage

Dedications 20 Year Acreage

Dedication 20 Year Acreage

Dedication 15-20 Year Acreage

Dedication 20 Year Acreage

Dedication

Volume Protection MVC,

Fee Redetermination, EBITDA Commitment

5 Year MVC, Fee Tiers

Two Year Fee Tiers, Cost of Service

Cost of Service (gathering only)

Cost of Service

Inflation Protection Escalation,

Cost of Service 2.5% Fee Escalation Cost of Service

Cost of Service (gathering) / 1.5% Fee

Escalation (processing)

Cost of Service

Capital Protection Cost of Service,

Fee Redetermination Annual Fee

Redetermination Cost of Service

Cost of Service (gathering only)

Cost of Service

PREDICTABLE BUSINESS MODEL EXTENDS TO NEW BASINS

Business Model Provides Low Risk, Visible Distributions

STRONG SPONSORSHIP

WMB – Leading Midstream Player

Williams provides an established history of managing, developing and completing large scale organic projects within the midstream sector

Williams’ management team adds further operational and development experience

Potential to expand services to new customer base Ability to take advantage of shared services Benefit from best practices from industry leader

GIP – Leading Infrastructure

Investor

Energy sector expertise combined with industrial operational management Global infrastructure fund manager with over $15 billion under management Energy investments include ACMP, Ruby Pipeline, Transitgas Pipeline, Terra-

Gen Power and Channelview Cogeneration

GIP and WMB committing $1.16 billion to transaction funding Sponsor equity structured for long-term to support transaction Significant WMB strategic investment provides endorsement of transaction

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SPONSORS BRING COMBINATION OF OPERATIONAL AND FINANCIAL EXPERTISE AND RESOURCES

Significant Sponsor Equity Commitment

PARTNERSHIP STRUCTURE

50% 50% LP units LP units

Pre-Transaction Structure

Access Midstream Partners GP, LLC

Existing Operating Assets (Barnett, Marcellus, Haynesville,

Mid-Continent)

Public Common Unit Holders

LP units

100% of 2% GP interest + IDRs

Access Midstream Partners GP, LLC

Existing Operating

Assets

Public Common Unit Holders

50% 50%

100% of 2% GP interest + IDRs

Pro Forma ACMP Structure

“CMD”

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“Mid-Continent”

Global Infrastructure Partners II

The Williams Companies, Inc

STRATEGIC GENERAL PARTNERS; STRONG GOVERNANCE

Global Infrastructure Partners II

Global Infrastructure Partners I

Access Midstream Partners, LP (NYSE:ACMP)

Access Midstream Partners, LP (NYSE:ACMP)

Chesapeake Midstream

Development

Potential 1Q ‘13 Transaction

LP units PIK units

LP units PIK units

LP units

ACQUISITION FUNDING Debt financing backstopped by $1.0 billion bridge facility commitment Equity financing backstopped by $1.16 billion commitments from sponsors Expect to close by end of 2012 – regulatory approvals complete

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Sources ($MM) Uses ($MM) Bridge Facility $1,000.0 Sponsor Equity Commitments 1,160.0

CMD Acquisition $2,160.0

Total $2,160.0 Total $2,160.0

FINANCIAL OUTLOOK

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2013/2014 ACMP Financial Outlook

($ million) 2013 2014

Pre-Acquisition Post-Acquisition Pre-Acquisition Post-Acquisition

EBITDA 550 - 575 800 – 850 600-650 1,000 – 1,100

Growth Capital 550 - 600 1,600 – 1,700 300-325 1,000 – 1,100

Maintenance Capital ~74 ~110 ~74 ~110

POST-ACQUISITION ACMP FINANCIAL OUTLOOK

CMD transaction will allow sustained 15% annual distribution growth

APPENDIX

CMD EAGLE FORD OVERVIEW

Asset Summary

Resource Associated Gas (Oil), Wet Gas

Services Gathering, Compression, Treating

Gas Gathering Systems 12

Amine Treater (H2S) 1 (30 MMcf/d)

Miles of Pipeline (In-Service)

615.8

Gas Delivery Points 18

Gas Gathered (3Q 2012)

158 MMcf/d

Contract Structure Cost of Service, Fee Tiers in 2013, 2014

Dedicated Acreage 1,382,000

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Asset Map

LIQUIDS RICH BASIN

CMD UTICA GATHERING SYSTEM OVERVIEW

Asset Summary

Asset Cardinal Gas Services (“CGS”)

Utica Gas Services (“UGS”)

Resource Associated Gas (Oil), Wet Gas

Dry Gas

Services Gathering, Compression, Dehydration

Gathering, Compression, Dehydration

Gas Gathering Systems 5 4

CDP / Interconnect 2 1


44.2 8.1

Delivery Points 5 1


23 MMcf/d 3 MMcf/d

Ownership CMD – 66%, Operator TOTAL – 25%

EnerVest – 9%

100% CMD owned and operated

Contract Structure Cost of Service Cost of Service

Dedicated Acreage 1,453,000 393,000

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Asset Map

WET GAS, DRY GAS AND NGL SERVICES

CMD UTICA EAST OHIO PROCESSING OVERVIEW

Project Summary

Current Status Under Construction

Processing Plants 3 (200 MMcf/d each)

Fractionation 90,000 Bbl/d (C2+)

NGL Storage 870,000 Bbls Propane – 450,000 Bbls Butane – 300,000 Bbls

Natural Gasoline – 120,000 Bbls

Processing Spine Pipeline 24” processing spine pipeline

NGL Pipeline 12” NGL pipeline

Residue Gas Delivery Points

2

NGL Delivery Points 2

Contract Structure Fixed Fee with capex protection

Ownership CMD – 49% Momentum – 30%

EnerVest – 21%

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Asset Map

PROCESSING DEDICATION IN WET GAS WINDOW

CMD NIOBRARA OVERVIEW

Asset Summary Resource Associated Gas (Oil), Wet Gas

Services Gathering, Compression, Processing



60.1

Delivery Points 2


10 MMcf/d

Contract Structure Cost of Service

Dedicated Acreage 311,000

Ownership CMD – 50% RKI Exploration – 50%

17

Asset Map

LIQUIDS-RICH GATHERING & PROCESSING DEDICATION WITH COST OF SERVICE CONTRACT STRUCTURE

CMD HAYNESVILLE OVERVIEW

Asset Summary Resource Dry Gas

Services Gathering, Compression, Treating


Treating Facilities North DeSoto: 550 MMcf/d Converse: 330 MMcf/d Freeman: 120 MMcf/d


325.3

Delivery Points 7


864 MMcf/d

Contract Structure Fixed fee with MVC and fee tiers


18

Asset Map

MATURE ASSET WITH CONTRACTUAL PROTECTION

CMD MARCELLUS OVERVIEW

Asset Summary

Resource Dry Gas

Services Gathering, Compression

Low Pressure Gas Gathering Systems

24

CDP / Interconnect 24


619.2

Miles of Pipeline (Construction or Route Dev.)

0

Compressor Stations 13


26 MMcf/d

Ownership 100%


19

Asset Map

INCREMENTAL MARCELLUS DEDICATION

FORWARD-LOOKING STATEMENTS

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Certain statements and information in this presentation may constitute forward-looking statements. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” foresee,” “should,” “would,” “could,” or similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

• dependence on Chesapeake Energy Corporation (“Chesapeake” or “CHK”), Total E&P USA, Inc. (“Total”) and other producers for a substantial majority of our revenues;

• the impact on our growth strategy and ability to increase cash distributions if Chesapeake, Total or other producers do not increase the volume of natural gas they provide to our gathering systems;

• oil and natural gas realized prices;

• the termination of our gas gathering agreements with Chesapeake or Total;

• the availability, terms and effects of acquisitions from Chesapeake;

• our potential inability to maintain existing distribution amounts or pay the minimum quarterly distribution to our unitholders;

• the limitations that Chesapeake’s and our own level of indebtedness may have on our financial flexibility;

• our ability to obtain new sources of natural gas, which is dependent on factors largely beyond our control;

• the availability of capital resources to fund capital expenditures and other contractual obligations, and our ability to access those resources through the debt or equity capital markets;

• competitive conditions;

• the unavailability of third-party pipelines interconnected to our gathering systems or the potential that the volumes we gather do not meet the quality requirement of such pipelines;

• new asset construction may not result in revenue increases and will be subject to regulatory, environmental, political, legal and economic risks;

• our exposure to direct commodity price risk may increase in the future;

• our ability to maintain and/or obtain rights to operate our assets on land owned by third parties;

• hazards and operational risks that may not be fully covered by insurance;

• our dependence on Chesapeake for substantially all of our compression capacity;

• our lack of industry diversification; and

• legislative or regulatory changes, including changes in environmental regulations, environmental risks, regulations by FERC and liability under federal and state environmental laws and regulations.

Other factors that could cause our actual results to differ from our projected results are described in our 2011 Form 10-K and our other SEC filings. Individuals are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

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