Current Report Filing (8-k)
August 26 2016 - 4:39PM
Edgar (US Regulatory)
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 26, 2016
WILLIAMS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34831
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20-2485124
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Williams Center,
Tulsa, Oklahoma
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74172-0172
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02. Unregistered Sales of Equity Securities.
On August 26, 2016, Williams Partners L.P. (the Partnership) entered into a Common Unit Purchase Agreement (the
Agreement) with The Williams Companies, Inc. (Williams) providing for the issuance and sale to Williams (the Private Placement) of 6,975,446 common units representing limited partner interests in the Partnership
in a private placement transaction in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act), as a transaction by an issuer not involving a public offering. The common units will be sold for an
aggregate purchase price of approximately $250 million, representing the reinvestment of a portion of the quarterly cash distribution received by Williams from the Partnership on August 12, 2016. The price per common unit of $35.84 is equal to
the average of the high and low trading prices of the Partnerships common units on the New York Stock Exchange for each of the five trading days from August 19 to August 25, 2016, less a discount of 2.5% per common unit, which
price per common unit was calculated using the same method and discount that initially will be used to determine the price of the common units to be issued pursuant to the Partnerships anticipated distribution reinvestment plan.
Item 7.01. Regulation FD Disclosure.
On August 26, 2016, Williams and the Partnership jointly issued a press release announcing the Private Placement. A copy of this press
release is furnished and attached as Exhibit 99.2 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 8.01 Other
Events
The description of the events set forth in Item 3.02 hereof is incorporated herein by reference. The Agreement is
filed and attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Common Unit Purchase Agreement dated as of August 26, 2016 between The Williams Companies, Inc. and Williams Partners L.P.
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99.2
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Press release dated August 26, 2016.
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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.
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WILLIAMS PARTNERS L.P.
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By:
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WPZ GP LLC,
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its General Partner
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By:
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/s/ Robert E. Riley, Jr.
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Robert E. Riley, Jr.
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Assistant Secretary
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DATED: August 26, 2016
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Common Unit Purchase Agreement dated as of August 26, 2016 between The Williams Companies, Inc. and Williams Partners L.P.
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99.2
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Press release dated August 26, 2016.
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