Attached files
file | filename |
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EX-1.1 - EX-1.1 - Williams Partners L.P. | c61864exv1w1.htm |
EX-5.1 - EX-5.1 - Williams Partners L.P. | c61864exv5w1.htm |
EX-8.1 - EX-8.1 - Williams Partners L.P. | c61864exv8w1.htm |
EX-99.1 - EX-99.1 - Williams Partners L.P. | c61864exv99w1.htm |
EX-99.2 - EX-99.2 - Williams Partners L.P. | c61864exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 14, 2010
WILLIAMS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware | 1-32599 | 20-2485124 | ||
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
Incorporation) | Identification No.) |
One Williams Center, Tulsa, Oklahoma | 74172-0172 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: 918/573-2000
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On December 13, 2010, Williams Partners L.P. (the Partnership) issued a press release
announcing the Offering (as defined below) and on December 14, 2010, the Partnership issued a press
release announcing that it had priced the Offering. Copies of these press releases are furnished
and attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference. The
information furnished is not deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended (the
Securities Act).
Item 8.01. Other Events.
On December 14, 2010, the Partnership and Williams Partners GP LLC entered into an
underwriting agreement (the Underwriting Agreement) with Barclays Capital Inc., Citigroup Global
Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated
and J.P. Morgan Securities LLC, as representatives of the underwriters named in Schedule 1 thereto,
with respect to the issuance and sale in an underwritten public offering (the Offering) by the
Partnership of 8,000,000 common units representing limited partner interests in the Partnership at
a price to the public of $47.55 per common unit. Pursuant to the Underwriting Agreement, the
Partnership granted the underwriters a 30-day option to purchase up to an additional 1,200,000
common units to cover over-allotments. The foregoing description of the Underwriting Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by
reference.
The Offering has been registered under the Securities Act pursuant to a registration statement
on Form S-3 (Registration No. 333-162713) of the Partnership (the Registration Statement), and
the prospectus supplement dated December 14, 2010, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act. Closing of the issuance and sale of the
common units is expected to occur on December 17, 2010. Certain legal opinions related to the
Registration Statement are also filed herewith as Exhibits 5.1 and 8.1.
The Partnership intends to use the net proceeds from the Offering for general partnership
purposes, including the repayment of $200 million of borrowings under the Partnerships credit
facility, as well as the funding of a portion of the consideration for the previously announced
acquisition of Cabot Oil & Gas Corporations midstream assets in Susquehanna County, Pennsylvania.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |||
1.1 | Underwriting Agreement, dated December 14, 2010, by and among
Williams Partners L.P., Williams Partners GP LLC, and Barclays
Capital Inc., Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities LLC, as
representatives of the underwriters named in Schedule 1
thereto. |
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5.1 | Opinion of Gibson, Dunn & Crutcher LLP. |
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8.1 | Opinion of Andrews Kurth LLP relating to tax matters. |
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99.1 | Press release dated December 13, 2010. |
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99.2 | Press release dated December 14, 2010. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WILLIAMS PARTNERS L.P. |
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By: | Williams Partners GP LLC, | |||
its General Partner | ||||
By: | /s/ La Fleur C. Browne | |||
La Fleur C. Browne | ||||
Corporate Secretary | ||||
DATED: December 16, 2010
EXHIBIT INDEX
Exhibit No. | Description | |||
1.1 | Underwriting Agreement, dated December 14, 2010, by and among
Williams Partners L.P., Williams Partners GP LLC, and Barclays
Capital Inc., Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities LLC, as
representatives of the underwriters named in Schedule 1
thereto. |
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5.1 | Opinion of Gibson, Dunn & Crutcher LLP. |
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8.1 | Opinion of Andrews Kurth LLP relating to tax matters. |
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99.1 | Press release dated December 13, 2010. |
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99.2 | Press release dated December 14, 2010. |