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WPZ > SEC Filings for WPZ > Form 8-K on 14-Nov-2013All Recent SEC Filings

Show all filings for WILLIAMS PARTNERS L.P. | Request a Trial to NEW EDGAR Online Pro



Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

Item 7.01. Regulation FD Disclosure.

On November 12, 2013, Williams Partners L.P. (the "Partnership") issued a press release announcing that it had priced the Offering (as defined below). 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 of 1933, as amended (the "Securities Act").

Item 8.01. Other Events.

On November 12, 2013, the Partnership and Williams Partners GP LLC entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the underwriters named in Schedule 1 thereto, with respect to the offering and sale in an underwritten public offering (the "Offering") by the Partnership of $600 million aggregate principal amount of its 4.500% Senior Notes due 2023 (the "2023 Notes") and $400 million aggregate principal amount of its 5.800% Senior Notes due 2043 (the "2043 Notes" and, collectively with the 2023 Notes, the "Notes"). The Underwriting Agreement is filed as Exhibit 1.1 hereto.

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 November 12, 2013 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on November 13, 2013. The Offering is expected to close on November 15, 2013. A legal opinion related to the Registration Statement is filed herewith as Exhibit 5.1.

The Notes will be issued pursuant to an Indenture dated as of November 9, 2010, between the Partnership and The Bank of New York Mellon Trust Company, N.A. as trustee (the "Trustee"), as supplemented by the Fourth Supplemental Indenture (the "Fourth Supplemental Indenture"), to be dated November 15, 2013, between the Partnership and the Trustee. The 2023 Notes and the 2043 Notes will each be represented by a global security, which are included as exhibits to the Fourth Supplemental Indenture. The form of Fourth Supplemental Indenture and the forms of the 2023 Notes and 2043 Notes are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

 1.1              Underwriting Agreement, dated November 12, 2013, by and among
                  Williams Partners L.P., Williams Partners GP LLC, and J.P. Morgan
                  Securities LLC, Morgan Stanley & Co. LLC, and RBS Securities
                  Inc., as representatives of the underwriters named in Schedule 1

 4.1              Form of Fourth Supplemental Indenture, to be dated November 15,
                  2013, between Williams Partners L.P. and The Bank of New York
                  Mellon Trust Company, N.A. as trustee.

 4.2              Form of 4.500% Senior Notes due 2023 (included in Exhibit 4.1).

 4.3              Form of 5.800% Senior Notes due 2043 (included in Exhibit 4.1).

 5.1              Opinion of Gibson, Dunn & Crutcher LLP.

99.1              Press release dated November 12, 2013.

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