Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE DATED DECEMBER 22, 2011 - Williams Partners L.P. | d273521dex991.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): December 21, 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 3.02. Unregistered Sales of Equity Securities.
As part of the consideration for the Acquisition (as defined below), Williams Partners L.P. (the “Partnership”) has agreed, subject to the terms of a Contribution and Sale Agreement dated as of December 21, 2011, between the Partnership and Delphi Midstream Partners LLC (“Delphi”), to issue to Delphi 7,531,381 common units representing limited partner interests of the Partnership in connection with the Acquisition. The issuance of the common units will be made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
Item 7.01. Regulation FD Disclosure.
On December 22, 2011, the Partnership issued a press release announcing that it has agreed to acquire the Laser Northeast Gathering System and other midstream businesses from Delphi (the “Acquisition”). 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 | |
| 99.1 | Press Release dated December 22, 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: December 23, 2011
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated December 22, 2011. |