UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 31, 2017
WILLIAMS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware | 1-34831 | 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 Form8-K filing 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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On May 31, 2017, 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 May 31, 2017, the Partnership and WPZ GP LLC entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, 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 $1,450,000,000 aggregate principal amount of its 3.750% Senior Notes due 2027 (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 onForm S-3 (RegistrationNo. 333-202282) of the Partnership (the “Registration Statement”), and the prospectus supplement dated May 31, 2017 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 2, 2017. The Offering is expected to close on June 5, 2017. 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 Ninth Supplemental Indenture (the “Supplemental Indenture”), to be dated June 5, 2017, between the Partnership and the Trustee. The Notes will be represented by a global security, which will be included as an exhibit to the Supplemental Indenture. The form of Supplemental Indenture and the form of the Notes are filed as Exhibits to this Current Report on Form8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
1.1 | Underwriting Agreement, dated May 31, 2017, by and among Williams Partners L.P., WPZ GP LLC, and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives of the underwriters named in Schedule 1 thereto. | |
4.1 | Form of Ninth Supplemental Indenture, to be dated June 5, 2017, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
4.2 | Form of 3.750% Senior Notes due 2027 (included in Exhibit 4.1). | |
5.1 | Opinion of Gibson, Dunn & Crutcher LLP. | |
99.1 | Press release dated May 31, 2017. |
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. | ||
By: | WPZ GP LLC, its General Partner | |
By: | /s/ Robert E. Riley, Jr. | |
Robert E. Riley, Jr. | ||
Assistant Secretary |
DATED: June 5, 2017
EXHIBIT INDEX
Exhibit No. | Description | |
1.1 | Underwriting Agreement, dated May 31, 2017, by and among Williams Partners L.P., WPZ GP LLC, and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives of the underwriters named in Schedule 1 thereto. | |
4.1 | Form of Ninth Supplemental Indenture, to be dated June 5, 2017, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
4.2 | Form of 3.750% Senior Notes due 2027 (included in Exhibit 4.1). | |
5.1 | Opinion of Gibson, Dunn & Crutcher LLP. | |
99.1 | Press release dated May 31, 2017. |