Mail Stop 3561
July 28, 2005
James J. Bender
General Counsel
Williams Partners L.P.
One Williams Center
Tulsa, Oklahoma 74172-0172
Re: Williams Partners L.P.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 18, 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.
Williams Partners L.P. Minimum Estimated Adjusted EBITDA Excluding
Investment in Discovery, page 37
1. In footnote (a), please also disclose pro forma Adjusted EBITDA
for the year ended December 31, 2003.
2. In footnotes (c), (e), (f)(3), (f)(4), and (g) you disclose
that
Williams has agreed to reimburse you for certain capital
expenditures
as part of the omnibus agreement. Please disclose in further
detail
the reimbursement terms of this agreement and whether these
reimbursements, including reimbursements of Discovery cash calls,
will continue indefinitely or only for a stated period of time.
Please clarify whether Williams will reimburse you for all planned
expansion capital expenditures and Discovery cash calls going
forward
or if the omnibus agreement only covers the planned expenditures
indicated in footnote (g), such as your $27.8 million share of the
potential pipeline lateral expansion project. If Williams will
not
reimburse you for future Discovery cash calls and capital
expenditures, outside of the known amounts, please disclose how
you
intend to fund these expenditures going forward. Please also
revise
footnote (g) to clarify which of the listed expenditures are
considered part of the $12.5 million of environmental and related
liabilities that will be reimbursed by Williams.
3. Please disclose in footnote (f) that Discovery`s estimated
available cash assumes general cash reserves have not been
established by Discovery`s management committee.
4. Please revise footnote (f)(1) to explain in further detail why
you
expect Discovery`s Estimated Adjusted EBITDA to increase by $3.3
million. While you describe the anticipated revenue changes in
this
footnote, you do not provide explanations for other components
impacting EBITDA. Since we assume that there will be increases in
your expenses that will offset your revenue increases to some
extent,
please explain in sufficient detail the expected changes in your
expenses and how all variables considered will result in a $3.3
million EBITDA increase. Clarify why you believe the EBITDA
increase
will be achieved despite your expectation of significant declines
in
average gross processing margins at Discovery`s Larose gas
processing
plant. Please also explain what the market expansion project
represents. Disclose the amount of additional EBITDA you expect
this
project will provide going forward and describe the underlying
reasons for your assumptions.
5. In footnote (f)(5) you disclose that your pipeline lateral
expansion project will continue through 2008 but are silent about
other projects that might begin beyond the twelve months ended
June
30, 2006. Although, the disclosure is intended to demonstrate
that
your operations over the next twelve month period will be
sufficient
to pay distributions, we believe that you should disclose whether
you
or Discovery have other planned capital projects that will begin
after the twelve months ended June 30, 2006 if these are currently
known. Therefore, please disclose the terms of any currently
planned
projects beyond the twelve month period ending June 20, 2006,
including expected costs and funding sources.
6. You disclose in footnote (f)(5) that Discovery will make a
distribution to its members, excluding the partnership, prior to
closing of the offering. Please disclose the amount and the
amount
as a percentage of cash on hand of this distribution. We believe
that you should also include a discussion of the reasons for this
contemplated distribution given no such history of having paid any
distributions in the past. Also address the impact that this
distribution will have on your capital contribution to Discovery
and
Discovery`s cash reserves. You should revise your table to
include
the amount of this distribution as a reduction of available cash
in
Discovery`s estimated cash available to pay distributions to
members
table or tell us why a revision is unnecessary. Please also
clarify
why the $2.7 million of maintenance capital expenditures is
included
in the table as a reduction to available cash in the maintenance
capital expenditures line item as well as an addition to estimated
cash in line item (5) of the table. It appears that it should
only
be reflected as a cash outflow.
7. Please revise footnote (h) to provide the following
disclosures:
* Describe in detail how the cash benefit from the natural gas
purchase contract was calculated. To the extent the amount of the
expected cash benefit is based upon assumptions regarding
underlying
prices of natural gas and volumes purchased, you should disclose
these assumptions.
* Disclose how you account for the contract, including whether it
is
a derivative which you will mark-to-market at each reporting date.
* Clearly disclose that there is no guarantee the contract will be
renewed when it expires in 2007. If true, also indicate that you,
as
opposed to Williams, will pay the upfront cost of the contract if
it
is renewed upon expiration.
* After the sentence beginning "Our fuel expense will not...,"
consider adding the words "due to the non-cash amortization of
this
prepaid contract to operating and maintenance expense."
Please similarly revise footnote (h) of the historical pro forma
table on page 42.
Pro Forma Cash Available to Pay Distributions for the Year Ended
December 31, 2004 and the Twelve-Month Period Ended March 31,
2005,
page 41
8. Please revise footnote (d) on page 42 to disclose the interest
rates on your debt. Please use current interest rates rather than
interest rates prevailing during the period covered by the pro
forma
information. If current interest rates have been reflected in the
table, please revise to clearly disclose.
9. Please revise footnote (f)(4) to clearly indicate that these
contributions are assumed contributions.
Unaudited Williams Partners L.P. Pro Forma Financial Statements
Unaudited Pro Forma Statement of Operations, page F-4
10. We have reviewed your response to comment 7 in our letter
dated
July 8, 2005 and note that you have allocated your GAAP earnings
equally to the common and subordinated units. Please disclose in
Note 3 how the equal allocation of GAAP earnings is consistent
with
the terms of your partnership agreement. If the allocation is not
consistent with your partnership agreement or the terms of your
agreement are silent, please tell us why your GAAP earnings should
be
equally allocated to the common and subordinated units.
Exhibit 5.1
11. Item 601(b)(5) of Regulation S-K requires an opinion of
counsel
that the securities you are offering will "be legally issued,
fully
paid and non-assessable[.]" We note that your counsel qualifies
the
opinion by references to your amended and restated limited
partnership agreement and Delaware Revised Uniform Limited
Partnership Act. Please tell us in reasonable detail why this
qualification is appropriate. Also, it appears that your Form S-1
does not address clearly and fully these limitations to the common
units you are issuing. Therefore, please revise your registration
statement to include, in one appropriate place and in reasonable
detail, disclosure on how your partnership agreement affects the
consideration required for the purchase of the common units not to
be
fully paid and also disclosure on the possibility of assessment of
the common units under Delaware partnership law.
* * * * *
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) 220-4285
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James J. Bender
Williams Partners L.P.
July 28, 2005
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