Attached files
file | filename |
---|---|
EX-8.1 - OPINION OF ANDREWS KURTH LLP RELATING TO TAX MATTERS - Williams Partners L.P. | d394711dex81.htm |
EX-1.1 - UNDERWRITING AGREEMENT, DATED AUGUST 8, 2012 - Williams Partners L.P. | d394711dex11.htm |
EX-99.1 - PRESS RELEASE DATED AUGUST 7, 2012 - Williams Partners L.P. | d394711dex991.htm |
EX-99.2 - PRESS RELEASE DATED AUGUST 8, 2012 - Williams Partners L.P. | d394711dex992.htm |
EX-5.1 - OPINION OF GIBSON, DUNN & CRUTCHER LLP - Williams Partners L.P. | d394711dex51.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): August 8, 2012
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) |
Registrants 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 7.01. Regulation FD Disclosure.
On August 7, 2012, Williams Partners L.P. (the Partnership) issued a press release announcing the Offering (as defined below) and on August 8, 2012, 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 August 8, 2012, the Partnership and Williams Partners GP LLC entered into an underwriting agreement (the Underwriting Agreement) with Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies & Company, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC 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 8,500,000 common units representing limited partner interests in the Partnership at a price to the public of $51.43 per common unit. Pursuant to the Underwriting Agreement, the Partnership granted the underwriters a 30-day option to purchase up to an additional 1,275,000 common units if the underwriters sell more than 8,500,000 common units in the Offering.
The Offering has been registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-179471) of the Partnership (the Registration Statement), and the prospectus supplement dated August 8, 2012, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. Closing of the sale of the common units is expected to occur on August 13, 2012. 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 amounts outstanding under the Partnerships revolving credit facility and, to the extent there are remaining proceeds, for general partnership purposes.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
Description | |
1.1 | Underwriting Agreement, dated August 8, 2012, by and among Williams Partners L.P., Williams Partners GP LLC, and Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies & Company, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC 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 August 7, 2012. | |
99.2 | Press release dated August 8, 2012. |
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: August 10, 2012
EXHIBIT INDEX
Exhibit No. |
Description | |
1.1 | Underwriting Agreement, dated August 8, 2012, by and among Williams Partners L.P., Williams Partners GP LLC, and Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies & Company, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC 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 August 7, 2012. | |
99.2 | Press release dated August 8, 2012. |