0001193125-17-030768.txt : 20170203 0001193125-17-030768.hdr.sgml : 20170203 20170203163202 ACCESSION NUMBER: 0001193125-17-030768 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170203 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170203 DATE AS OF CHANGE: 20170203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS PARTNERS L.P. 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 17572555 BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172 BUSINESS PHONE: 918-573-0454 MAIL ADDRESS: STREET 1: ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: ACCESS MIDSTREAM PARTNERS LP DATE OF NAME CHANGE: 20120724 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 8-K 1 d276122d8k.htm FORM 8-K Form 8-K

 

 

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): February 3, 2017

 

 

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

 

 

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))

 

 

 

Item 3.02. Unregistered Sales of Equity Securities.

On February 3, 2017, pursuant to the Common Unit Purchase Agreement (the “Common Unit Purchase Agreement”) dated January 9, 2017 by and among Williams Partners L.P. (the “Partnership”), The Williams Companies, Inc. (“Williams”) and Williams’ wholly owned subsidiary Williams Gas Pipeline Company, LLC (“WGP”), the Partnership issued and sold to WGP 7,659,181 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, as a transaction by an issuer not involving a public offering. The common units were sold for an aggregate purchase price of $276,388,125, or $36.08586 per common unit, representing the net proceeds to Williams from the sale of 9,750,000 additional shares of its common stock pursuant to the exercise in full of the underwriters’ option to purchase such additional shares set forth in the Underwriting Agreement, dated as of January 9, 2017, between Williams and Morgan Stanley & Co. LLC, as representative of the underwriters named in Schedule 1 thereto.

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.

 

WILLIAMS PARTNERS L.P.
By:   WPZ GP LLC,
  its General Partner
By:  

/s/ Robert E. Riley, Jr.

  Robert E. Riley, Jr.
  Assistant Secretary

DATED: February 3, 2017