Status:  Upcoming/New Filing

Acquirer:  NOVA Chemicals, Inc. (Canada); International Petroleum Investment Company (UAE)

Acquired:  Williams Olefins LLC (US)

Value:  Approx. US$2.1 billion

Industry:  Chemicals

On April 13, 2017, NOVA Chemicals, Inc., a Canadian based chemical manufacturer and wholly owned subsidiary of the International Petroleum Investment Company (IPIC) of the Emirate of Abu Dhabi, United Arab Emirates, executed a Membership Interest Purchase Agreement with Williams Partners L.P.,  a natural gas infrastructure company, to acquire 100% of the interests in its subsidiary Williams Olefins LLC, “which owns an 88.46 percent undivided ownership interest in the Geismar, Louisiana, olefins plant and associated complex.” (Williams Partners Press Release, Williams Partners Agrees to Sell Its Interests in the Geismar Olefins Facility to NOVA Chemicals for $2.1 Billion; Announces Long-Term Feedstock Supply and Transportation Agreements with NOVA Chemicals, Apr. 17, 2017; see Membership Interest Purchase Agreement, WILLIAMS PARTNERS L.P. Form 10-Q, Ex-2.2, Aug. 3, 2017, SEC Filing.)  According the Membership Interest Purchase Agreement, CFIUS Approval is a condition for closing the transaction, (See Section 8.1(c), Membership Interest Purchase Agreement, WILLIAMS PARTNERS L.P. Form 10-Q, Ex-2.2, Aug. 3, 2017), and the parties are required to “engage in the pre-notice consultation” with CFIUS “as soon as is reasonably possible.” (Id. at Section 6.5(d)(i).)