* Sells most of remaining midstream assets to Access for $2.16 bln
* Williams to pay $2.4 billion for stake in Access in related deal
* Williams to offer 46.5 mln shares to help pay for its deal
By Anna Driver and Michael Erman
Dec 11 Chesapeake Energy Corp on Tuesday agreed to sell most of its remaining natural gas processing and gathering assets for $2.16 billion as it continues to sell assets to pay down its heavy debt load.
It sold the so-called midstream assets to Access Midstream Partners LP, the private equity backed partnership that bought most of Chesapeake's other infrastructure assets earlier this year.
The sale was done in tandem with another transaction in which U.S. pipeline and energy infrastructure company Williams is paying $2.4 billion to buy a big stake in Access from private equity firm Global Infrastructure Partners (GIP).
Chesapeake, which has said it will sell up to $19 billion in assets this year and next to cut debt and cover a funding gap, first announced that it would sell this latest package of so-called midstream assets six months ago, when it announced the sale of the Access partnership to GIP.
Oklahoma City-based Chesapeake said it expects to reach deals worth $425 million for its remaining midstream properties by the end of the next year's first quarter.
Chesapeake said it also sold other oil and gas infrastructure located in Oklahoma and Texas during the fourth quarter for about $175 million.
The company said it expects to raise $4.9 billion from the sale of its entire oil and gas gathering and processing business.
Under its deal, Williams will pay around $2.4 billion to buy half of GIP's stake in Access' general partner as well as 25 percent of the partnership's limited partner units.
Williams said the stake in Access will significantly expand its reach in 10 shale and unconventional producing regions. It said distributions from its stake in Access should help drive its dividend growth in 2014 and beyond.
As the shale boom continues, there is growing appetite for the infrastructure that moves the gas and oil produced from rock formations to market.
Williams plans to sell 46.5 million shares of its stock, currently worth around $1.46 billion, in a public offering to help pay for the deal. The company, which also took on a new $2.5 billion bridge loan for the deal, said it expects to keep its investment grade rating.
Williams expects both deals to close before the end of the year.
Jefferies and Goldman Sachs advised Chesapeake on the sale. Barclays and Citigroup advised Access, while boutique investment bank Tudor Pickering served as the partnership's conflict committee's advisor. UBS advised Williams.
Shares of Chesapeake rose 26 cents to $17.35 after the close of regular trading. Shares of Williams fell 3.6 percent post-market from its New York Stock Exchange close of $31.38.