Mail Stop 3561
July 8, 2005
James J. Bender
General Counsel
Williams Partners L.P.
One Williams Center
Tulsa, Oklahoma 74172-0172
Re: Williams Partners L.P.
Registration Statement on Form S-1
Filed June 24, 2005
File No. 333-124517
Dear Mr. Bender:
We have reviewed your amended filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments. Feel free to call us at the telephone
numbers listed at the end of this letter.
General
1. We reissue comment 2 in our letter dated June 1, 2005.
Utilizing
proceeds from the sale of units to redeem an equal number of units
from affiliates of your general partner appears to constitute a
sale
of those units for the account of those affiliates.
Prospectus Cover Page
2. We reissue comment 3 in our letter dated June 1, 2005. While
noting your response, we continue to believe that the expected
distribution rate is not appropriate for cover page disclosure.
Instead, the disclosure should appear in the summary, where
currently
it already does.
Artwork
3. We reissue comment 4 in our letter dated June 1, 2005. Please
remove the defined term "NGL" from your artwork.
Prospectus Summary, page 1
4. As your adjusted EBIDTA is a non-GAAP financial measure, we do
not
believe it is appropriate to include it in the Summary. Please
delete the disclosure on EBIDTA in the carryover paragraph at the
bottom of page 1, or substitute with an equivalent GAAP measure
discussion in this section.
Cash Distribution Policy, page 33
Cash Available to Pay Distributions, page 42
5. We are still reviewing your response and revisions made in
these
sections to address comment 10 in our letter dated July 8, 2005.
We
may have further comments upon the completion of our review.
Selected Historical and Pro Forma Combined Financial and Operating
Data, page 51
6. Please refer to comment 11 in our letter dated June 1, 2005.
Please disclose in your filing the reasons why you present
separate
Adjusted EBITDA measures for Williams Partners Predecessor and
Discovery. We believe your disclosure should describe, at a
minimum,
Discovery`s cash distribution policy and how you expect
distributions
from Discovery to represent a significant portion of your
available
cash to pay distributions. Please ensure your disclosures
justifying
presentation of separate Adjusted EBITDA measures satisfy the
requirements of Question 8 of the SEC`s Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures. Please
similarly
revise your disclosures throughout the filing.
Unaudited Williams Partners L.P. Pro Forma Financial Statements
Unaudited Pro Forma Statement of Operations, page F-4
7. Please refer to comment 25 in our letter dated June 1, 2005.
We
are not in a position to agree with your conclusion that the two-
class method is inappropriate for presenting your earnings per
unit
results. We believe that the subordinated units represent a
separate
class of common units that require two-class presentation under
paragraph 60.b. of SFAS 128. While you claim that the common and
subordinated units have the same dividend rates, your cash
distribution policy appears to indicate that there is the
possibility
that the subordinated units may receive a lower distribution than
the
common units or none at all. Furthermore, since your subordinated
units are already a class of common unit they are precluded from
being characterized as a security that is convertible into common
units under paragraph 61 of SFAS 128. Please revise your earnings
per unit presentation accordingly.
Note 2. Pro Forma Adjustments and Assumptions, page F-6
8. We note that you plan to retain $7.4 million of offering
proceeds
for working capital purposes to offset an estimated equal amount
of
deferred revenue. Since you plan to retain these funds, please
tell
us why the $7.4 million is not included as a reduction to the
$83.5
million distribution to Williams in footnote (e). Based on your
disclosure throughout the filing, including the Use of Proceeds
section, it appears the pro forma distribution to Williams should
be
$76.1 million. Please revise or advise.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
You may contact Andrew Blume, Staff Accountant, at (202) 551-
3254, or William Choi, Accounting Branch Chief, at (202) 551-3716
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 551-3333, David Mittelman, Legal Branch Chief, at (202) 551-
3214, or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Robert V. Jewell, Esq.
Andrews Kurth LLP
Fax: (713) 238-7127
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James J. Bender
Williams Partners L.P.
July 8, 2005
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