Williams Companies (NYSE: WMB), the Tulsa-based natural gas infrastructure group, has signed an agreement to acquire Momentum Midstream from private equity firm EnCap Flatrock Midstream in a transaction valued at up to $5.5 billion. The consideration comprises approximately $3.5 billion in cash and assumed debt plus roughly $2 billion in Williams equity, implying a valuation of approximately 8.5 times projected 2027 EBITDA (earnings before interest, tax, depreciation and amortisation, a standard measure of operating cash flow). Momentum operates an integrated natural gas midstream platform in the Haynesville Shale spanning East Texas and Louisiana, including more than 4,000 miles of pipeline, over one million dedicated acres with combined gathering capacity of 6 billion cubic feet per day (Bcf/d), and three take-or-pay pipelines capable of transporting 4.05 Bcf/d. The system connects directly to 10 LNG (liquefied natural gas) export facilities and 26 power plants along the Gulf Coast. A standout asset is the NG3 Pipeline, a roughly 250-mile system linking Haynesville supply to the Gillis, Louisiana hub, incorporating carbon capture for lower-emission gas delivery. The deal is subject to customary closing conditions including Hart-Scott-Rodino antitrust clearance (the US pre-merger filing regime). Williams raised its 2026 Adjusted EBITDA guidance midpoint by $200 million to $8.4 billion following the announcement. BofA Securities served as lead financial adviser to Williams, with Truist Securities also advising. Davis Polk & Wardwell acted as legal counsel to Williams. Barclays and Jefferies advised Momentum on its finances, Kirkland & Ellis served as legal counsel to Momentum, and Willkie Farr & Gallagher acted as legal counsel to EnCap Flatrock.
Why this matters
This is one of the larger US midstream acquisitions of recent years, pairing a buyer with an existing 30,000-mile pipeline network with a seller whose assets sit at a strategically critical junction between prolific Haynesville supply and growing Gulf Coast LNG export demand. The US is already the world's top LNG exporter and is expected to roughly double international shipments by the end of the decade as new terminals in Texas and Louisiana come online. By adding Momentum's contracted, fee-based cash flows, Williams is positioning to capture a disproportionate share of that demand surge without taking commodity price risk. The equity component of the consideration aligns EnCap Flatrock's exit returns with Williams' upside, a structure typical in large PE-to-strategic transactions.
On the Ground
The deal generates work across M&A (SPA negotiation, merger filing, regulatory clearance), energy infrastructure due diligence, and antitrust practice in both the US and, to the extent LNG supply touches European customers, indirectly in the EU. Three distinct legal advisory mandates are confirmed: Davis Polk for Williams, Kirkland for Momentum, and Willkie Farr for the seller EnCap Flatrock. A trainee on the Davis Polk side would be managing the Hart-Scott-Rodino filing checklist, coordinating SPA schedules and disclosure letters, drafting board minutes for deal approval, and helping compile the completion bible once closing conditions are satisfied.
Interview prep
Question you might get
“What are the key regulatory risks for a deal of this size in US energy infrastructure, and how would you structure the antitrust clearance process to protect the buyer?”
Sign up free to see the full answer
A model answer you can lift into an interview — how to frame this story for a partner.
Sign up freeSources
My notes
saved