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): April 6, 2006
Williams Partners L.P.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32599
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20-2485124 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| One Williams Center |
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| Tulsa, Oklahoma
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74172-0172 |
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(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 filing 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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On April 6, 2006, Williams Partners L.P. (the “Partnership”) entered into a Purchase and Sale
Agreement (the “Purchase Agreement”) with Williams Energy Services, LLC (“WES”), Williams Field
Services Group, LLC (“WFSG”), Williams Field Services Company, LLC (“WFSC”), Williams Partners GP
LLC, the general partner of the Partnership (the “General Partner”), and Williams Partners
Operating LLC, the operating subsidiary of the Partnership (“Williams OLLC”). Pursuant to the
Purchase Agreement, WES, WFSG, WFSC and the General Partner will contribute to the Partnership a
25.1% membership interest in Williams Four Corners LLC (“Four Corners”) for aggregate consideration
of $360.0 million. Prior to or at closing, WFSC will contribute to Four Corners its natural gas
gathering, processing and treating assets in the San Juan Basin in New Mexico and Colorado. The
closing of the Purchase Agreement is subject to the satisfaction of a number of conditions,
including our ability to obtain financing and the receipt of all necessary consents. The
Partnership expects closing to occur in the second quarter of 2006.
The description of the Purchase Agreement herein is qualified by reference to the copy of the
Purchase Agreement, including exhibits, filed as Exhibit 2.1 to this report, which is incorporated
by reference into this report in its entirety.
The Williams Companies, Inc. (“Williams”) currently directly or indirectly owns (i) 100% of
the General Partner, which allows it to control the Partnership, and (ii) 100% of WES, WFSG, WFSC
and Four Corners. Accordingly, the conflicts committee of the board of directors of the General
Partner recommended approval of the Partnership’s acquisition of the 25.1% interest in Four
Corners. The conflicts committee retained independent legal and financial advisors to assist it in
evaluating and negotiating the transaction. In recommending approval of the transaction, the
conflicts committee based its decision in part on an opinion from the committee’s independent
financial advisor that the consideration to be paid by the Partnership is fair, from a financial
point of view, to the Partnership and its unitholders.
Further, certain officers and directors of the General Partner serve as officers and/or
directors of Williams, WES, WFSG and WFSC. The General Partner serves as the general partner of
the Partnership, holding a 2% general partner interest and incentive distribution rights in the
Partnership. The Partnership is also party to a Working Capital Loan Agreement where Williams is
the lender and the Partnership is the borrower. Further, the Partnership and Williams are both
party to an Amended and Restated Credit Agreement with certain lenders whereby the Partnership is
permitted to borrow up to $75 million for general partnership purposes, including acquisitions.
Item 7.01 Regulation FD Disclosure.
On April 6, 2006, the Partnership and Williams issued a joint press release announcing that
Williams has agreed to sell a 25.1% interest in Four Corners to the Partnership. Closing of the
transactions is subject to regulatory approvals and other conditions and is expected to be
completed in the second quarter of 2006. A copy of the press release is furnished and attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
The press release is being furnished pursuant to Item 7.01, Regulation FD Disclosure. 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.
Certain matters discussed in this current report on Form 8-K including the press release
furnished hereto, excluding historical information, include forward-looking statements — statements
that discuss the Partnership’s expected future results based on current and pending business
operations. The Partnership makes these forward-looking statements in reliance on the safe harbor
protections provided under the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as “may,” “anticipates,” “believes,” “expects,”
“planned,” “scheduled,” “could,” “continues,” “estimates,” “forecasts,” “might,” “potential,”
“projects,” or similar expressions. Similarly, statements that describe the Partnership’s future
plans, objectives or goals are also forward-looking statements. Although the Partnership believes
these forward-looking statements are based on reasonable assumptions, statements made regarding
future results are subject to a number of assumptions, uncertainties, and risks that may cause
future results to be materially different from the results stated or implied in the reports,
filings or other public announcements. These risks and uncertainties include, among other things:
the Partnership may not have sufficient cash from operations to enable it to pay the minimum
quarterly distribution following establishment of cash reserves and payment of fees and expenses,
including payments to its general partner; because of the natural decline in production from
existing wells, the success of the Partnership’s gathering and transportation business depends on
its ability to connect new sources of natural gas supply, which is dependent on factors beyond the
Partnership’s control; any decrease in supplies of natural gas could adversely affect the
Partnership’s business and operating results; the Partnership’s processing, fractionation and
storage businesses could be affected by any decrease in the price of natural gas liquids or a
change in the price of natural gas liquids relative to the price of natural gas; The Williams Companies,
Inc.’s revolving credit facility and Williams’ public indentures contain financial and operating
restrictions that may limit the Partnership’s access to credit; in addition, the Partnership’s
ability to obtain credit in the future will be affected by Williams’ credit ratings; the
Partnership’s general partner and its affiliates have conflicts of interest and