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 24, 2014
WILLIAMS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-32599 | | 20-2485124 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| One Williams Center, Tulsa, Oklahoma | | 74172-0172 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s 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:
| ¨ | 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)) |
Item 7.01. Regulation FD Disclosure.
On June 24, 2014, Williams Partners L.P. (the “Partnership”) issued a press release announcing that it had priced the Offering (as defined below). A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is 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 June 24, 2014, the Partnership and Williams Partners GP LLC entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC and RBS Securities Inc. as representatives of the underwriters named in Schedule 1 thereto, with respect to the offering and sale in an underwritten public offering (the “Offering”) by the Partnership of $750,000,000 aggregate principal amount of its 3.90% Senior Notes due 2025 (the “2025 Notes”) and $500,000,000 aggregate principal amount of its 4.90% Senior Notes due 2045 (the “2045 Notes” and collectively with the 2025 Notes, the “Notes”). The Underwriting Agreement is filed as Exhibit 1.1 hereto.
The Offering has been registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-179471) of the Partnership (the “Registration Statement”), and the prospectus supplement dated June 24, 2014 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 25, 2014. The Offering is expected to close on June 27, 2014. A legal opinion related to the Registration Statement is filed herewith as Exhibit 5.1.
The Notes will be issued pursuant to an Indenture dated as of November 9, 2010, between the Partnership and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture (the “Supplemental Indenture”), to be dated June 27, 2014, between the Partnership and the Trustee. The 2025 Notes and the 2045 Notes will each be represented by a global security, which will be included as an exhibit to the Supplemental Indenture. The form of Supplemental Indenture and the forms of the 2025 Notes and 2045 Notes are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated June 24, 2014, by and among Williams Partners L.P., Williams Partners GP LLC, and Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the underwriters named in Schedule 1 thereto. |
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| 4.1 | | Form of Sixth Supplemental Indenture, to be dated June 27, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee. |
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| 4.2 | | Form of 3.90% Senior Notes due 2025 (included in Exhibit 4.1). |
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| 4.3 | | Form of 4.90% Senior Notes due 2045 (included in Exhibit 4.1). |
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| 5.1 | | Opinion of Gibson, Dunn & Crutcher LLP. |
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| 99.1 | | Press release dated June 24, 2014. |
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.
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| WILLIAMS PARTNERS L.P. |
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| By: | | Williams Partners GP LLC, its General Partner |
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| By: | | /s/ Robert E. Riley, Jr. |
| | Robert E. Riley, Jr. |
| | Assistant Secretary |
DATED: June 27, 2014
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated June 24, 2014, by and among Williams Partners L.P., Williams Partners GP LLC, and Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the underwriters named in Schedule 1 thereto. |
| |
| 4.1 | | Form of Sixth Supplemental Indenture, to be dated June 27, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| |
| 4.2 | | Form of 3.90% Senior Notes due 2025 (included in Exhibit 4.1). |
| |
| 4.3 | | Form of 4.90% Senior Notes due 2045 (included in Exhibit 4.1). |
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| 5.1 | | Opinion of Gibson, Dunn & Crutcher LLP. |
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| 99.1 | | Press release dated June 24, 2014. |
