WPZ Williams Partners, L.P. Common Units Representing Limited Partner Interests (delisted)

 

 

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): September 28, 2015

 

 

Williams Partners L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-34831		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

Not Applicable

(Former name or former address, if changed since last report)

 

 

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))

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On September 28, 2015, Williams Partners L.P. (“WPZ”), The Williams Companies, Inc. (“WMB”), WPZ GP LLC (“WPZ General Partner”) and SCMS LLC (collectively, the “Merger Agreement Parties”) entered into a Termination Agreement and Release (the “Termination Agreement”). Pursuant to the Termination Agreement, (i) the Merger Agreement Parties agreed to terminate the Agreement and Plan of Merger previously entered into on May 12, 2015 by each of the Merger Agreement Parties (the “Merger Agreement”), (ii) WMB was released of any and all liability to WPZ or the WPZ General Partner in respect of the Merger Agreement or the transactions contemplated thereby and (iii) WPZ and the WPZ General Partner were each released from any and all liability to WMB in respect of the Merger Agreement or the transactions contemplated thereby.

Concurrently with the execution of the Termination Agreement, the WPZ General Partner executed Amendment No. 6 to the First Amended and Restated Agreement of Limited Partnership of WPZ (the “IDR Waiver”), pursuant to which the WPZ General Partner waived a portion of the quarterly incentive distributions the WPZ General Partner is entitled to receive from WPZ (in an aggregate amount of $428 million, but in no circumstances more than $209 million per quarter). The above description of the Termination Agreement is qualified in its entirety by reference to the Termination Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, and the foregoing description of the IDR Waiver is qualified in its entirety by reference to the IDR Waiver, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 1.02.

Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the IDR Waiver is incorporated by reference into this Item 5.03.

 

Item 7.01

Regulation FD Disclosure.

On September 28, 2015, WPZ issued a press release regarding the Termination Agreement and the IDR Waiver. A copy of this press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit No.		Description
3.1		Amendment No. 6 to the First Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated September 28, 2015
10.1		Termination Agreement and Release, dated as of September 28, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P. and WPZ GP LLC
99.1		Press Release, dated September 28, 2015

 

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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 28, 2015

 

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EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Amendment No. 6 to the First Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated September 28, 2015
10.1		Termination Agreement and Release, dated as of September 28, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P. and WPZ GP LLC
99.1		Press Release, dated September 28, 2015

 

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Exhibit 3.1

EXECUTION COPY

Amendment No. 6

to

First Amended and Restated Agreement of Limited Partnership

of Williams Partners L.P.

This Amendment No. 6, dated September 28, 2015, (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2010, as amended (the “Partnership Agreement”), of Williams Partners L.P., a Delaware limited partnership (the “Partnership”), is entered into and effectuated by WPZ GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), pursuant to authority granted to it in Article XIII of the Partnership Agreement. Unless otherwise indicated, capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

WHEREAS, Section 13.1(d) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and

WHEREAS, acting pursuant to Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.

NOW THEREFORE:

1. Amendment. The General Partner does hereby amend the Partnership Agreement by adding to Section 6.4 thereof a new subsection (d) as follows:

“(d) Notwithstanding any other provision of this Agreement and without limiting any other reductions described in this Section 6.4, aggregate distributions of Available Cash, if any, to the holder of the Incentive Distribution Rights provided for in this Section 6.4 with respect to each Quarter shall be reduced each Quarter by up to $209,000,000 (the “Quarterly Reduction Amount”) until such reductions shall, in the aggregate, equal $428,000,000; provided, however, that in any Quarter where the distributions of Available Cash to the holders of the Incentive Distribution Rights otherwise provided for in this Section 6.4 shall be less than the Quarterly Reduction Amount, the Quarterly Reduction Amount for such Quarter shall be adjusted downward to such lesser amount, which downward adjustment shall not otherwise reduce the aggregate $428,000,000 in reductions pursuant to this Section 6.4(d).”

2. Agreement in Effect. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

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3. Applicable Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

4. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those provisions of this Amendment that are valid, enforceable and legal

[Signature Page Follows]

 

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IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

 

[Signature Page to Amendment No. 6 to First Amended and Restated Agreement of Limited Partnership of Williams Partners L.P.]

Exhibit 10.1

EXECUTION COPY

TERMINATION AGREEMENT AND RELEASE

THIS TERMINATION AGREEMENT AND RELEASE, dated as of September 28, 2015 (this “Agreement”), is entered into by and among The Williams Companies, Inc., a Delaware corporation (“Parent”), SCMS LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Williams Partners L.P., a Delaware limited partnership (“WPZ”), and WPZ GP LLC, a Delaware limited liability company and the general partner of WPZ (“WPZ General Partner” and, together with Parent, Merger Sub and WPZ, the “Parties”).

RECITALS

WHEREAS, the Parties entered into that Agreement and Plan of Merger, dated as of May 12, 2015, by and among the Parties (the “Merger Agreement”);

WHEREAS, on September 25, 2015, Parent notified WPZ and the WPZ Conflicts Committee that Parent intends to effect a Parent Adverse Recommendation Change in connection with a Parent Designated Proposal;

WHEREAS, Section 7.1 of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by the mutual written agreement of the parties thereto duly authorized by the Parent Board, on behalf of Parent, and by the WPZ Conflicts Committee and the WPZ Board, on behalf of WPZ;

WHEREAS, simultaneously herewith, the WPZ General Partner is executing and delivering to Parent and the WPZ Conflicts Committee the IDR Waiver, a true and complete copy of which is attached hereto as Exhibit A (the “Agreed IDR Waiver”), and Parent and the Parent Board have consented to such action; and

WHEREAS, the Parties have agreed to terminate the Merger Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and warranties herein contained, the sufficiency and adequacy of which is hereby acknowledged by the Parties, the Parties agree as follows:

AGREEMENT

1. Termination of Merger Agreement; Parent Termination Fee.

(a) Subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver, the Parties hereby mutually agree in accordance with Section 7.1 of the Merger Agreement that, immediately upon execution of this Agreement, the Merger Agreement, other than the provisions of Section 7.5 and the provisions referenced therein that survive termination, all of which shall survive the termination of the Merger Agreement hereby, is terminated and shall be of no further force or effect. For the avoidance of doubt, the Confidentiality Agreement between Parent and WPZ shall continue to remain in full force and effect in accordance with its terms.

(b) Each of the Parties acknowledge that the Agreed IDR Waiver is an integral part of the transactions contemplated by this Agreement and that, without the simultaneous effectiveness of the Agreed IDR Waiver, none of the Parties would enter into this Agreement.

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2. Mutual Release. Subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver, (i) Parent shall have no further liability to WPZ or WPZ General Partner of any kind in respect of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) WPZ and WPZ General Partner shall have no further liability to Parent of any kind in respect of the Merger Agreement and the transactions contemplated by the Merger Agreement.

3. Representations of the Parties of the WPZ Parties. Each of the WPZ Parties, on behalf of itself and the WPZ Related Parties, represents and warrants to the other Parties as follows:

(a) Authority and Approval. Each of the WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ Parties, and the performance of all of the terms and conditions hereof to be performed by the WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ Parties. At a meeting duly called and held, the WPZ Conflicts Committee, by unanimous vote, (i) approved this Agreement and the transactions contemplated hereby, including the termination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver (the foregoing constituting WPZ Special Approval), and (ii) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the transactions contemplated hereby, including the termination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board, by unanimous vote, approved this Agreement and the transactions contemplated hereby, including (i) the termination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver and (ii) the Agreed IDR Waiver. Prior to such approval by the WPZ Conflicts Committee and the WPZ Board, AMV approved this Agreement and the transactions contemplated hereby, including the Agreed IDR Waiver. This Agreement and the Agreed IDR Waiver have been duly executed and delivered by each of the WPZ Parties party hereto and thereto and constitute the valid and legally binding obligation of each of the WPZ Parties party hereto and thereto, enforceable against each of the WPZ Parties party hereto and thereto in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

(b) No Conflicts. The execution, delivery and performance of this Agreement by each of the WPZ Parties and the Agreed IDR Waiver by the WPZ General Partner does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) contravene, violate, conflict with any of, result

 

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in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Governing Documents of any of the WPZ Parties; or (ii) contravene, conflict with or violate any provision of applicable Laws.

4. Representations of the Parent Parties. Parent, on behalf of itself and the Parent Related Parties, represents and warrants to the other Parties as follows:

(a) Authority and Approval. Each of the Parent Parties has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the Parent Parties, the consummation of the transactions contemplated hereby (including the execution of the Agreed IDR Waiver and Parent’s consent to the Agreed IDR Waiver) and the performance of all of the terms and conditions hereof to be performed by the Parent Parties have been duly authorized and approved by all requisite corporate or limited liability company action on the part of each of the Parent Parties. At a meeting duly called and held, the Parent Board, by unanimous vote, approved and declared advisable this Agreement and the transactions contemplated hereby, including the termination of the Merger Agreement, the execution of the Agreed IDR Waiver and Parent’s consent to the Agreed IDR Waiver. This Agreement has been duly executed and delivered by each of the Parent Parties and constitutes the valid and legally binding obligation of each of the Parent Parties, enforceable against each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

(b) No Conflict. The execution, delivery and performance of this Agreement by each of the Parent Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) contravene, violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Governing Documents of any of the Parent Parties; or (ii) contravene, conflict with or violate any provision of any applicable Laws.

5. Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between and among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations or other agreements between or among the Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. Except for the provisions of Section 2, any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement or, in the case of a waiver, by each Party against whom the waiver is effective; provided, however, that, in addition to any other approvals required by the WPZ Parties’ constituent documents or under this Agreement, the foregoing amendments or waivers must be approved by, in the case of amendments or waivers by any WPZ Party, the WPZ Conflicts Committee. The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

 

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6. Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of applicable Law, or public policy, all other conditions or provision of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement or not affected in any matter materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible.

7. Binding Effect; Third-Party Beneficiaries; No Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. There are no third-party beneficiaries to this Agreement.

8. Headings. The heading used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

9. Enforcement of this Agreement. The Parties acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any Party and any such breach would cause the non-breaching Parties irreparable harm. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by one of the Parties, the Parties will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, provided that such Party is not in material default hereunder. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the Parties.

10. Defined Terms. Capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement.

11. Counterparts. This Agreement may be executed by each of the Parties in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be as effective as delivery of a manually executed counterpart of this Agreement.

12. Incorporation of Other Provisions. The terms and provisions of Sections 8.1, 8.2, 8.5 and 8.6 of the Merger Agreement are incorporated herein by reference as if set forth herein in their entirety, and shall apply to this Agreement.

Remainder of page intentionally left blank.

 

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

Signature Page to Termination Agreement and Release

Exhibit 99.1

 

DATE: Sept. 28, 2015

 

MEDIA CONTACT:		INVESTOR CONTACTS:
Tom Droege 918) 573-4034		John Porter (918) 573-0797		Brett Krieg (918) 573-4614

Williams Partners Announces Termination

of its Merger Agreement with Williams (NYSE:WMB)

Williams Partners Advises Unitholders to Reference News Today From Williams

TULSA, Okla. – Williams Partners L.P. (NYSE: WPZ) (“Williams Partners”) today announced an agreement with The Williams Companies, Inc. (NYSE: WMB) (“Williams”), the owner of Williams Partners’ general partner, whereby both parties have terminated their previously announced merger agreement under which Williams was to acquire all of the public outstanding common units of Williams Partners in an all stock-for-unit transaction.

In connection with the termination of the merger agreement, Williams has agreed to pay a termination fee to Williams Partners in the amount of $428 million. As contemplated by the merger agreement, the termination fee is being paid through an irrevocable waiver of a portion of the quarterly incentive distributions Williams is entitled to receive from Williams Partners (in an aggregate amount of $428 million, but in no circumstances in an amount of more than $209 million per quarter).

Williams Partners advises its unitholders to reference news issued today by Williams regarding its agreement to be acquired by Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE”). Williams and ETE today announced a business combination transaction valued at approximately $37.7 billion, including the assumption of debt and other liabilities. ETE’s willingness to proceed with the proposed acquisition was contingent on the termination of the Williams/Williams Partners transaction.

About Williams Partners

Williams Partners is an industry-leading, large-cap natural gas infrastructure master limited partnership with a strong growth outlook and major positions in key U.S. supply basins and also in Canada. Williams Partners has operations across the natural gas value chain from gathering, processing and interstate transportation of natural gas and natural gas liquids to petchem production of ethylene, propylene and other olefins. Williams Partners owns and operates more than 33,000 miles of pipelines system wide – including the nation’s largest volume and fastest growing pipeline – providing natural gas for clean-power generation, heating and industrial use. Williams Partners’ operations touch approximately 30 percent of U.S. natural gas. Tulsa, Okla.-based Williams, a premier provider of large-scale North American natural gas infrastructure, owns approximately 60 percent of Williams Partners, including all of the 2 percent general-partner interest. www.williams.com

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the partnership believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the partnership’s annual reports filed with the Securities and Exchange Commission.

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