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EX-99.1 - PRESS RELEASE DATED NOVEMBER 17, 2011 - Williams Partners L.P.d258324dex991.htm
EX-4.1 - SECOND SUPPLEMENTAL INDENTURE, DATED AS OF NOVEMBER 17, 2011 - Williams Partners L.P.d258324dex41.htm

 

 

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): November 17, 2011

 

 

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 1.01. Entry into a Material Definitive Agreement.

On November 17, 2011, Williams Partners L.P. (the “Partnership”) completed a $500 million registered offering (the “Offering”) of its 4.00% Senior Notes due 2021 (the “Notes”). The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-162713) of the Partnership, and the prospectus supplement dated November 14, 2011 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on November 16, 2011.

The Notes will pay interest semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on May 15, 2012. The Notes are the Partnership’s senior unsecured obligations and will rank equally in right of payment with all of its other senior indebtedness and senior to all of its future indebtedness that is expressly subordinated in right of payment to the Notes.

The Notes were issued pursuant to an Indenture (the “Base 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 Second Supplemental Indenture (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), dated as of November 17, 2011, between the Partnership and the Trustee. The Notes are represented by a global security, which is included as an exhibit to the Supplemental Indenture. The Indenture contains covenants that, among other things, restrict the Partnership’s ability to incur liens on assets to secure certain debt and merge, consolidate or transfer or lease all or substantially all of its assets, subject to certain qualifications and exceptions. The Partnership may redeem some or all of the Notes at any time or from time to time at a specified “make whole” premium described in the Indenture. The Partnership also has the option, at any time on or after August 15, 2021, to redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, as more fully described in the Indenture. A copy of the Base Indenture was previously filed, and a copy of the Supplemental Indenture is filed as Exhibit 4.1 to this report. The descriptions of the terms of the Base Indenture and the Supplemental Indenture in this Item 1.01 are qualified in their entirety by reference to such exhibits.

The Partnership intends to use the net proceeds from the Offering to repay outstanding borrowings under its senior unsecured credit facility and for general partnership purposes.

 

Item 7.01. Regulation FD Disclosure.

On November 17, 2011, the Partnership issued a press release announcing the completion of the Offering. 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

4.1   Second Supplemental Indenture, dated as of November 17, 2011, between Williams Partners L.P. and The  Bank of
New York Mellon Trust Company, N.A., as trustee.
99.1   Press Release dated November 17, 2011.


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:  

Williams Partners GP LLC,

 

its General Partner

 

By:   /s/ Lorna R. Simms        
 

Lorna R. Simms

Assistant Secretary

DATED: November 18, 2011


EXHIBIT INDEX

 

Exhibit No.

  

Description

4.1    Second Supplemental Indenture, dated as of November 17, 2011, between Williams Partners L.P. and The  Bank
of New York Mellon Trust Company, N.A., as trustee.
99.1    Press Release dated November 17, 2011.