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

WILLIAMS PARTNERS L.P.

Delaware		1-32599		20-2485124
(State or Other Jurisdiction of		(Commission File Number)		(I.R.S. Employer
Incorporation)				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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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 September 22, 2010, Williams Partners L.P. (the “Partnership”) issued a press release announcing the Offering (as defined below) and on September 23, 2010, the Partnership issued a press release announcing that it had priced the Offering. Copies of these press releases are furnished and attached as Exhibits 99.1 and 99.2 hereto and are 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 September 23, 2010, the Partnership and Williams Partners GP LLC entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule 1 thereto, with respect to the issuance and sale in an underwritten public offering (the “Offering”) by the Partnership of 9,250,000 common units representing limited partner interests in the Partnership at a price to the public of $42.40 per common unit. Pursuant to the Underwriting Agreement, the Partnership granted the underwriters a 30-day option to purchase up to an additional 1,387,500 common units to cover over-allotments. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

          The Offering has been registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-162713) of the Partnership (the “Registration Statement”), and the prospectus supplement dated September 23, 2010, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. Closing of the issuance and sale of the common units is expected to occur on September 28, 2010. Certain legal opinions related to the Registration Statement are also filed herewith as Exhibits 5.1 and 8.1.

          The Partnership intends to use the net proceeds from the Offering to repay borrowings under the Partnership’s credit facility that it used to fund the previously announced Overland Pass transaction, which closed on September 9, 2010. Any excess net proceeds will be used for general partnership purposes.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated September 23, 2010, by and among Williams Partners L.P., Williams Partners GP LLC, and Citigroup Global Markets Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule 1 thereto.
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
8.1		Opinion of Andrews Kurth LLP relating to tax matters.
99.1		Press release dated September 22, 2010.
99.2		Press release dated September 23, 2010.

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.

DATED: September 27, 2010

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated September 23, 2010, by and among Williams Partners L.P., Williams Partners GP LLC, and Citigroup Global Markets Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule 1 thereto.
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
8.1		Opinion of Andrews Kurth LLP relating to tax matters.
99.1		Press release dated September 22, 2010.
99.2		Press release dated September 23, 2010.