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): May 12, 2010
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
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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One Williams Center
Tulsa, Oklahoma
(Address of principal executive offices)
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74172-0172
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01. Other Events.
On February 17, 2010, Williams Partners L.P. (the Partnership) consummated the dropdown
transaction (the Dropdown) pursuant to a Contribution Agreement among
the Partnership, The Williams Companies, Inc. (Williams), and
certain subsidiaries of Williams, specifically
Williams Gas Pipeline Company, LLC (WGP), Williams Energy Services, LLC (WES), WGP Gulfstream
Pipeline Company, L.L.C. (WGPGPC), Williams Partners GP LLC (the General Partner, and together with
WGP, WES, and WGPGPC, the Contributing Parties), and Williams Partners Operating LLC, the operating
subsidiary of the Partnership (the Operating Company, and together with the Partnership, the
Partnership Parties).
Pursuant to the Contribution Agreement, the Contributing Parties contributed to the
Partnership the ownership interests in the entities that made up Williams’ Gas Pipeline and
Midstream Gas & Liquids businesses (including its limited and general partner interests in Williams
Pipeline Partners L.P., a publicly traded Delaware master limited partnership (WMZ), but excluding
its Canadian, Venezuelan and olefins operations, and a 25.5% interest in Gulfstream Natural Gas
System, L.L.C.), to the extent not already owned by the Partnership and its subsidiaries (the
Contributed Entities).
A more detailed description of the material terms of the Contribution Agreement was included
in the Partnership’s Current Report on Form 8-K filed on January 19, 2010.
Because the Contributed Entities were affiliates of Williams at the time of the acquisition,
the transaction was between entities under common control and has been accounted for at historical
cost.
On May 5, 2010, we filed our post-combination results in our
Quarterly Report on Form 10-Q and are now providing our audited consolidated financial
statements and notes which recast the Partnership’s historical consolidated financial
statements and notes to reflect the combined historical
results for all periods presented. These audited consolidated
financial statements and notes supercede the supplemental financial statements
and notes filed in the Partnership’s Current Report on Form 8-K
filed on April 20, 2010. The Partnership’s audited consolidated financial statements and notes are
filed as Exhibit 99.1 hereto and are incorporated by reference.
The
Computation of Ratio of Earnings to Fixed Charges and Quarterly
Financial Data from the Partnership’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2009 (the Partnership’s 2009 Form 10-K), have been retrospectively adjusted to reflect the consolidation of
the historical results of the Contributed Entities throughout the periods presented, and are filed
as Exhibit 12 and included in Exhibit 99.1, respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
We have not otherwise updated for activities or events occurring after the date these items were
originally presented.
This Current Report on Form 8-K should be read in conjunction with our 2009 Form 10-K, March 31, 2010 Form 10-Q, and our
other Current Reports on Form 8-K.