Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - WILLIAMS PARTNERS L.P. | d741882dex991.htm |
UNITED STATES
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
Date of Report (Date of earliest event reported): June 15, 2014
ACCESS MIDSTREAM PARTNERS, L.P.
(Exact name of Registrant as specified in its Charter)
| Delaware | 001-34831 | 80-0534394 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employer Identification No.) |
| 525 Central Park Drive, Oklahoma City, Oklahoma | 73105 | |
| (Address of principal executive offices) | (Zip Code) |
(877) 413-1023
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 — Corporate Governance and Management
| Item 5.01 | Changes in Control of Registrant |
Williams Acquisition
On June 15, 2014, Williams Companies, Inc. (“Williams”) announced it had entered into an agreement to acquire all of the interests in both Access Midstream Partners, L.P. (the “Partnership”) and Access Midstream Partners GP, L.L.C. (the “General Partner”) currently owned by certain entities affiliated with Global Infrastructure Investors II (collectively, “GIP”). The closing of the transaction is anticipated to occur in the third quarter of 2014 pending receipt of appropriate regulatory approvals and satisfaction or waiver of other customary closing conditions. If this transaction is completed, Williams will own and control the General Partner and GIP will no longer have any ownership interest in the Partnership or the General Partner.
Section 8 — Other Events
| Item 8.01 | Other Events |
On June 15, 2014, the Partnership issued a press release confirming that Williams had announced a proposal relating to a possible merger transaction involving the Partnership and Williams Partners L.P. (NYSE: WPZ). A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Access Midstream Partners, L.P. Press Release dated June 15, 2014 – Access Midstream Partners, L.P. Confirms Williams Announcement of Planned Acquisition from GIP and Proposal for Williams Partners L.P. to Merge with Access Midstream Partners, L.P. | |
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 thereunto duly authorized.
| ACCESS MIDSTREAM PARTNERS, L.P. | ||
| By: | Access Midstream Partners GP, L.L.C., its general partner | |
| By: | /s/ David C. Shiels | |
| David C. Shiels Chief Financial Officer | ||
Dated: June 16, 2014
INDEX TO EXHIBITS
| Exhibit |
Exhibit Description | |
| 99.1 | Access Midstream Partners, L.P. Press Release dated June 15, 2014 – Access Midstream Partners, L.P. Confirms Williams Announcement of Planned Acquisition from GIP and Proposal for Williams Partners L.P. to Merge with Access Midstream Partners, L.P. | |