0001193125-14-106782.txt : 20140320 0001193125-14-106782.hdr.sgml : 20140320 20140319185333 ACCESSION NUMBER: 0001193125-14-106782 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140320 DATE AS OF CHANGE: 20140319 GROUP MEMBERS: GIP II EAGLE 2 HOLDING, L.P. GROUP MEMBERS: GIP II EAGLE ACQUISITION HOLDINGS GP, LLC GROUP MEMBERS: GIP II EAGLE HOLDINGS PARTNERSHIP, L.P. GROUP MEMBERS: GIP II HAWK 2 HOLDING, L.P. GROUP MEMBERS: GIP II HAWK HOLDINGS PARTNERSHIP GP, LLC GROUP MEMBERS: GIP II HAWK HOLDINGS PARTNERSHIP, L.P. GROUP MEMBERS: GLOBAL INFRASTRUCTURE GP II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCESS MIDSTREAM PARTNERS LP CENTRAL INDEX KEY: 0001483096 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 800534394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86017 FILM NUMBER: 14705100 BUSINESS ADDRESS: STREET 1: 525 CENTRAL PARK DRIVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73105 BUSINESS PHONE: (405) 727-1844 MAIL ADDRESS: STREET 1: 525 CENTRAL PARK DRIVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73105 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE MIDSTREAM PARTNERS LP DATE OF NAME CHANGE: 20110225 FORMER COMPANY: FORMER CONFORMED NAME: Chesapeake Midstream Partners, L.P. DATE OF NAME CHANGE: 20100202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Global Infrastructure Investors II, LLC CENTRAL INDEX KEY: 0001552830 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 d680449dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D Amendment No. 7 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

Access Midstream Partners, L.P.

(Name of Issuer)

Common Units Representing Limited Partner Interests, No Par Value

(Title of Class of Securities)

00434L109

(CUSIP Number)

Global Infrastructure Investors II, LLC

Attention: Joseph Blum

12 East 49th Street

New York, New York 10017

(212) 315-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 14, 2014

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 00434L109   13D   Page 1 of 14

 

  1   

NAMES OF REPORTING PERSONS

 

Global Infrastructure Investors II, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

    

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

    0

      8     

SHARED VOTING POWER

 

    55,019,022 (1)

      9     

SOLE DISPOSITIVE POWER

 

    0

    10     

SHARED DISPOSITIVE POWER

 

    55,019,022 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    55,019,022 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    28.2% (2)

14  

TYPE OF REPORTING PERSON

 

    OO (Delaware limited liability company)

 

(1) Includes 48,742,361 Common Units and 6,276,661 Class B Units.
(2) Based on 189,131,773 Common Units outstanding as of March 7, 2014, and assumes conversion of the Class B Units beneficially held by the Reporting Person.


CUSIP No. 00434L109   13D   Page 2 of 14

 

  1   

NAMES OF REPORTING PERSONS

 

Global Infrastructure GP II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

    

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Guernsey, Channel Islands

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

    0

      8     

SHARED VOTING POWER

 

    55,019,022 (1)

      9     

SOLE DISPOSITIVE POWER

 

    0

    10     

SHARED DISPOSITIVE POWER

 

    55,019,022 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    55,019,022 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    28.2% (2)

14  

TYPE OF REPORTING PERSON

 

    PN (Guernsey, Channel Islands limited partnership)

 

(1) Includes 48,742,361 Common Units and 6,276,661 Class B Units.
(2) Based on 189,131,773 Common Units outstanding as of March 7, 2014, and assumes conversion of the Class B Units beneficially held by the Reporting Person.


CUSIP No. 00434L109   13D   Page 3 of 14

 

  1   

NAMES OF REPORTING PERSONS

 

GIP II Eagle Acquisition Holdings GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

    

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

    0

      8     

SHARED VOTING POWER

 

    42,429,970

      9     

SOLE DISPOSITIVE POWER

 

    0

    10     

SHARED DISPOSITIVE POWER

 

    42,429,970

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    42,429,970

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    22.4% (1)

14  

TYPE OF REPORTING PERSON

 

    OO (Delaware limited liability company)

 

(1)  Based on 189,131,773 Common Units outstanding as of March 7, 2014.


CUSIP No. 00434L109   13D   Page 4 of 14

 

  1   

NAMES OF REPORTING PERSONS

 

GIP II Eagle Holdings Partnership, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

    

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

    0

      8     

SHARED VOTING POWER

 

    42,429,970

      9     

SOLE DISPOSITIVE POWER

 

    0

    10     

SHARED DISPOSITIVE POWER

 

    42,429,970

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    42,429,970

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    22.4% (1)

14  

TYPE OF REPORTING PERSON

 

    PN (Delaware limited partnership)

 

(1) Based on 189,131,773 Common Units outstanding as of March 7, 2014.


CUSIP No. 00434L109   13D   Page 5 of 14

 

  1   

NAMES OF REPORTING PERSONS

 

GIP II Hawk Holdings Partnership GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

    

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

    0

      8     

SHARED VOTING POWER

 

    11,315,705 (1)

      9     

SOLE DISPOSITIVE POWER

 

    0

    10     

SHARED DISPOSITIVE POWER

 

    11,315,705 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,315,705 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    5.8% (2)

14  

TYPE OF REPORTING PERSON

 

    OO (Delaware limited liability company)

 

(1) Includes 5,335,317 Common Units and 5,980,388 Class B Units.
(2) Based on 189,131,773 Common Units outstanding as of March 7, 2014, and assumes conversion of the Class B Units beneficially held by the Reporting Person.


CUSIP No. 00434L109   13D   Page 6 of 14

 

  1   

NAMES OF REPORTING PERSONS

 

GIP II Hawk Holdings Partnership, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

    

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

    0

      8     

SHARED VOTING POWER

 

    11,315,705 (1)

      9     

SOLE DISPOSITIVE POWER

 

    0

    10     

SHARED DISPOSITIVE POWER

 

    11,315,705 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,315,705 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    5.8% (2)

14  

TYPE OF REPORTING PERSON

 

    PN (Delaware limited partnership)

 

(1) Includes 5,335,317 Common Units and 5,980,388 Class B Units.
(2) Based on 189,131,773 Common Units outstanding as of March 7, 2014, and assumes conversion of the Class B Units beneficially held by the Reporting Person.


CUSIP No. 00434L109   13D   Page 7 of 14

 

  1   

NAMES OF REPORTING PERSONS

 

GIP II Eagle 2 Holding, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

    

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

    0

      8     

SHARED VOTING POWER

 

    712,757

      9     

SOLE DISPOSITIVE POWER

 

    0

    10     

SHARED DISPOSITIVE POWER

 

    712,757

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    712,757

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.4% (1)

14  

TYPE OF REPORTING PERSON

 

    PN (Delaware limited partnership)

 

(1) Based on 189,131,773 Common Units outstanding as of March 7, 2014.


CUSIP No. 00434L109   13D   Page 8 of 14

 

  1   

NAMES OF REPORTING PERSONS

 

GIP II Hawk 2 Holding, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

    

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

    0

      8     

SHARED VOTING POWER

 

    560,590 (1)

      9     

SOLE DISPOSITIVE POWER

 

    0

    10     

SHARED DISPOSITIVE POWER

 

    560,590 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    560,590 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.3% (2)

14  

TYPE OF REPORTING PERSON

 

    PN (Delaware limited partnership)

 

(1) Includes 264,317 Common Units and 296,273 Class B Units.
(2) Based on 189,131,773 Common Units outstanding as of March 7, 2014, and assumes conversion of the Class B Units beneficially held by the Reporting Person.


CUSIP No. 00434L109   13D   Page 9 of 14

 

This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) amends the Schedule 13D filed with the Securities and Exchange Commission on June 25, 2012, as previously amended (the “Schedule 13D”), relating to the Common Units representing limited partner interests (the “Common Units”) of Access Midstream Partners, L.P., a Delaware limited partnership (the “Issuer”) by each of the following persons (each a “Reporting Person” and collectively the “Reporting Persons”): Global Infrastructure Investors II, LLC (“Global Investors”), Global Infrastructure GP II, L.P. (“Global GP”), GIP II Eagle Acquisition Holdings GP, LLC (“Eagle GP”), GIP II Eagle Holdings Partnership, L.P. (“Eagle Holdings”), GIP II Hawk Holdings Partnership GP, LLC (“Hawk GP”), GIP II Hawk Holdings Partnership, L.P. (“GIP II-Hawk”), GIP II Eagle 2 Holding, L.P. (“Eagle 2”) and GIP II Hawk 2 Holding, L.P. (“Hawk 2”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

 

ITEM 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by the following:

Access Midstream Ventures, L.L.C. (“AMV”) is the sole member of the Issuer’s general partner, Access Midstream Partners GP, L.L.C. (the “General Partner”), and has the right to appoint the General Partner’s entire board of directors (the “Board”). Pursuant to their direct and indirect ownership in AMV, certain of the Reporting Persons have the right to designate certain members to the board of managers of AMV and to the Board. The current designees to the Board by certain of the Reporting Persons include William J. Brilliant, James J. Cleary and William A. Woodburn, each of whom is an employee of Global Infrastructure Management, LLC. The current designees to the board of managers of AMV by certain of the Reporting Persons include Mr. Brilliant and Mr. Woodburn.

Effective February 19, 2014, pursuant to the terms of the First Amended and Restated Agreement of Limited Partnership of Access Midstream Partners, L.P., dated as of August 3, 2010 (as amended, the “Partnership Agreement”), GIP II-Hawk and Hawk 2 elected to convert 5,335,317 and 264,317 Subordinated Class C units (the “Class C Units”), respectively, into Common Units on a one-for-one basis (the “Conversion”) as provided in the Partnership Agreement.

On March 14, 2014, Eagle Holdings and Eagle 2 sold an aggregate of 9,200,000 Common Units to Barclays Capital Inc. (the “Underwriter”) at a price of $54.53 per Common Unit, in a registered offering (the “Secondary Offering”) pursuant to an Underwriting Agreement, dated as of March 11, 2014 (the “Underwriting Agreement”), by and among the General Partner, the Issuer, Access MLP Operating, L.L.C., Eagle Holdings, Eagle 2 and the Underwriter. The amount of Common Units sold in the Secondary Offering includes 1,200,000 Common Units which were sold pursuant to the exercise of the Underwriter’s overallotment option on March 11, 2014.

Pursuant to the Underwriting Agreement, Eagle Holdings and Eagle 2 have entered into lock-up agreements (the “Lock-up Agreements”) pursuant to which each of them have agreed with the Underwriter not to dispose of or hedge any Common Units or securities convertible into or exchangeable for Common Units during the period from March 11, 2014 continuing through and including the date 45 days after March 11, 2014, except with the prior written consent of the Underwriter.

The foregoing descriptions of the Underwriting Agreement and the Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, which is filed as Exhibit 2 hereto, and the form of Lock-up Agreement, which is included as Exhibit F to the Underwriting Agreement, and are incorporated herein by reference.

Except as set forth above in this Item 4, as amended and supplemented, the Reporting Persons and Related Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.


CUSIP No. 00434L109   13D   Page 10 of 14

 

ITEM 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated by the following:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of Common Units beneficially owned by each of the Reporting Persons, as well as the number of Common Units as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of.

 

Reporting Person   

Amount

beneficially

owned

    

Percent

of class

    Sole
power to
vote or to
direct the
vote
     Shared
power to
vote or to
direct the
vote
    

Sole
power to
dispose or
to direct
the
disposition

of

    

Shared

power to

dispose or

to direct

the

disposition

of

 

Global Infrastructure Investors II, LLC (“Global Investors”) (1) (2) (3) (4) (6)

     55,019,022         28.2     0         55,019,022         0         55,019,022   

Global Infrastructure GP II, L.P. (“Global GP”) (1) (2) (3) (4) (6)

     55,019,022         28.2     0         55,019,022         0         55,019,022   

GIP II Eagle Acquisition Holdings GP, LLC (“Eagle GP”) (1) (5)

     42,429,970         22.4     0         42,429,970         0         42,429,970   

GIP II Eagle Holdings Partnership, L.P. (“Eagle Holdings”) (1) (5)

     42,429,970         22.4     0         42,429,970         0         42,429,970   

GIP II Hawk Holdings Partnership GP, LLC (“Hawk GP”) (2) (6)

     11,315,705         5.8     0         11,315,705         0         11,315,705   

GIP II Hawk Holdings Partnership, L.P. (“GIP II-Hawk”) (2) (6)

     11,315,705         5.8     0         11,315,705         0         11,315,705   

GIP II Eagle 2 Holding, L.P. (“Eagle 2”) (3) (5)

     712,757         0.4     0         712,757         0         712,757   

GIP II Hawk 2 Holding, L.P. (“Hawk 2”) (4) (6)

     560,590         0.3     0         560,590         0         560,590   

 

(1) Eagle Holdings holds 42,429,970 Common Units. Eagle GP, Global GP and Global Investors may be deemed to beneficially own such Units.
(2) GIP II-Hawk holds 5,335,317 Common Units and 5,980,388 Class B Units. Hawk GP, Global GP and Global Investors may be deemed to beneficially own such Units. The number of Class B Units includes 61,438 additional paid-in-kind Class B Units as a result of quarterly distributions since December 11, 2013.
(3) Eagle 2 holds 712,757 Common Units. Global GP and Global Investors may be deemed to beneficially own such Units.
(4) Hawk 2 holds 264,317 Common Units and 296,273 Class B Units. Global GP and Global Investors may be deemed to beneficially own such Units. The number of Class B Units includes 3,044 additional paid-in-kind Class B Units as a result of quarterly distributions since December 11, 2013.
(5) Based on 189,131,773 Common Units outstanding as of March 7, 2014.
(6) Based on 189,131,773 Common Units outstanding as of March 7, 2014, and assumes conversion of the Class B Units beneficially held by the Reporting Persons. The Class B Units will be convertible into Common Units on a one-for-one basis at the election of either the holder or the Issuer from the business day after the record date for the distribution on Common Units for the fiscal quarter ending December 31, 2014, and other circumstances as noted in the Partnership Agreement.


CUSIP No. 00434L109   13D   Page 11 of 14

 

Eagle Holdings holds 42,429,970 Common Units. Eagle GP is the general partner of Eagle Holdings and, in such capacity, may be deemed to share beneficial ownership of the Common Units beneficially held by Eagle Holdings.

GIP II-Hawk holds 5,335,317 Common Units and 5,980,388 Class B Units. Hawk GP is the general partner of GIP II-Hawk and, in such capacity, may be deemed to share beneficial ownership of the Common Units beneficially held by GIP II-Hawk.

Global GP is the managing member of each of Eagle GP and Hawk GP and, in such capacity, may be deemed to share beneficial ownership of the Common Units beneficially held by Eagle GP and Hawk GP.

Eagle 2 holds 712,757 Common Units. Global GP is the general partner of the managing member of the general partner of Eagle 2 and, in such capacity, may be deemed to share beneficial ownership of the Common Units beneficially held by Eagle 2.

Hawk 2 holds 264,317 Common Units and 296,273 Class B Units. Global GP is the general partner of the managing member of the general partner of Hawk 2 and, in such capacity, may be deemed to share beneficial ownership of the Common Units beneficially held by Hawk 2.

Global Investors is the sole general partner of Global GP and, in such capacity, may be deemed to share beneficial ownership of the Common Units beneficially held by Global GP.

Eagle Holdings, Eagle GP, Eagle 2, GIP II-Hawk, Hawk GP, Hawk 2, Global GP and Global Investors may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.

Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any Common Units owned beneficially or of record by any other person named in this Item 5(a)-(b).

(c) Item 4 above summarizes the Conversion and the Secondary Offering and is incorporated herein by reference.

Except for the Conversion and the Secondary Offering, none of the Reporting Persons or Related Persons has effected any transactions in the Common Units, the Class B Units or the Class C Units in the past sixty days.

(d) None.

(e) Not applicable.

 

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by the following:

Item 4 above summarizes certain provisions of the Underwriting Agreement and the Lock-up Agreements and is incorporated herein by reference. A copy of the Underwriting Agreement, which includes the form of Lock-up Agreement as Exhibit F thereto, is attached as Exhibit 2 to this Amendment No. 7, and is incorporated by reference herein.


CUSIP No. 00434L109   13D   Page 12 of 14

 

ITEM 7. Materials to be Filed as Exhibits.

 

Exhibit

Number

   Description

1

   Joint Filing Agreement (incorporated by reference to Exhibit 1 of Schedule 13D, dated February 1, 2013, filed by Global Infrastructure Investors II, LLC).

2

  

Underwriting Agreement, dated March 11, 2014 by and among Access Midstream Partners GP, L.L.C., Access Midstream Partners, L.P., Access MLP Operating, L.L.C., GIP II Eagle Holdings Partnership, L.P., GIP II Eagle 2 Holding, L.P. and Citigroup Global Markets Inc., including the form of Lock-up Agreement as Exhibit F (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K, dated March 14, 2014, filed by Access Midstream Partners, L.P.).

 


CUSIP No. 00434L109   13D   Page 13 of 14

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 19, 2014

 

GLOBAL INFRASTRUCTURE INVESTORS II, LLC
by:  

/s/ Mark Levitt

Name:   Mark Levitt
Title:   Secretary

 

GLOBAL INFRASTRUCTURE GP II, L.P.
by:   Global Infrastructure Investors II, LLC, its general partner
by:  

/s/ Mark Levitt

Name:   Mark Levitt
Title:   Secretary

 

GIP II EAGLE ACQUISITION HOLDINGS GP, LLC
by:  

/s/ Mark Levitt

Name:   Mark Levitt
Title:   Officer

 

GIP II EAGLE HOLDINGS PARTNERSHIP, L.P.
by:   GIP II Eagle Acquisition Holdings GP, LLC, its general partner
by:  

/s/ Mark Levitt

Name:   Mark Levitt
Title:   Officer

 

GIP II HAWK HOLDINGS PARTNERSHIP, L.P.
by:   GIP II Hawk Holdings Partnership GP, LLC, its general partner
by:  

/s/ Mark Levitt

Name:   Mark Levitt
Title:   Officer


CUSIP No. 00434L109   13D   Page 14 of 14

 

GIP II HAWK HOLDINGS PARTNERSHIP GP, LLC
by:  

/s/ Mark Levitt

Name:   Mark Levitt
Title:   Officer

 

GIP II EAGLE 2 HOLDING, L.P.
by:   GIP II Eagle 2 Holding GP, LLC, its general partner
by:   GIP II-B Eagle AIV 1, L.P., its managing member
by:   Global Infrastructure GP II, L.P., its general partner
by:   Global Infrastructure Investors II, LLC, its general partner
by:  

/s/ Mark Levitt

Name:   Mark Levitt
Title:   Secretary

 

GIP II HAWK 2 HOLDING, L.P.
by:   GIP II Eagle 2 Holding GP, LLC, its general partner
by:   GIP II-B Eagle AIV 1, L.P., its managing member
by:   Global Infrastructure GP II, L.P., its general partner
by:   Global Infrastructure Investors II, LLC, its general partner
by:  

/s/ Mark Levitt

Name:   Mark Levitt
Title:   Secretary