def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
WILLIAMS PARTNERS L.P.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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One Williams Center
Tulsa, Oklahoma
74172-0172
April 13, 2007
To our holders of common units:
You are cordially invited to attend a special meeting of the
holders of common units of Williams Partners L.P. to be held in
the Williams Resource Center Theater, One Williams Center,
Tulsa, Oklahoma 74172 on May 21, 2007, at 11:00 a.m.
local time. Please note that for security reasons briefcases,
backpacks and other large bags are not permitted in the theater.
All such items can be checked with security upon arrival at the
theater.
The Board of Directors of Williams Partners GP LLC, our general
partner, has called the special meeting. At this important
meeting, you will be asked to consider and vote upon a proposal
to approve (a) a change in the terms of our Class B
units to provide that each Class B unit is convertible into
one of our common units and (b) the issuance of additional
common units upon such conversion (the Class B
Conversion and Issuance Proposal). Upon approval of this
proposal, all 6,805,492 outstanding Class B units will
convert automatically into 6,805,492 common units without any
further action. The board of directors of our general partner
unanimously recommends that the holders of common units approve
the proposal.
We are submitting the Class B Conversion and Issuance
Proposal to you as a result of our sale of 6,805,492
Class B units at $35.81 per Class B unit to
certain institutional investors on December 13, 2006. The
sales price of the Class B units was determined through
negotiations with the institutional investors. We used the
proceeds from the sale of the Class B units to finance a
portion of the cost of our acquisition of the remaining 74.9%
interest in Williams Four Corners LLC that we did not already
own (the Four Corners Acquisition).
We chose to issue Class B units as part of the financing of
the Four Corners Acquisition because this form of financing
provided timely access to the requisite equity capital at prices
that we believe were competitive. Alternative sources of equity
could have potentially been obtained, but at a risk of delaying
completion of the Four Corners Acquisition. For example, to have
issued all the equity capital in the form of common units would
have required a vote of our holders of common units prior to
such issuance under the rules of the New York Stock Exchange and
thereby delayed completion of the transaction. The institutional
investors agreed to accept Class B units in lieu of
additional common units, provided we ask holders of common units
to approve the conversion of the Class B units into common
units no later than June 11, 2007. We are now asking you
for this approval.
If our holders of common units approve the proposal, then the
Class B units will convert automatically into an equal
number of common units without any further action. However, if
the Class B Conversion and Issuance Proposal is not
approved by the holders of our common units, then beginning on
June 11, 2007, the Class B units will be entitled to
receive (i) 115% of the quarterly distribution payable on
common units and (ii) 115% of any distributions on
liquidation payable on the common units. Although, in each case,
the Class B units would remain subordinated to the common
units, any increase in distributions payable on the Class B
units would reduce the amount of cash available for
distributions to holders of common units. In addition, if the
requisite approval is not obtained, we will be obligated to
resubmit the proposal to holders of common units, but not more
frequently than once every 180 days.
Your vote is important. Even if you plan to attend the special
meeting, we urge you to mark, sign and date the enclosed proxy
card and return it promptly. You will retain the option to
revoke it at any time before the vote, or to vote your common
units personally if you attend the special meeting. For the
Class B Conversion and Issuance Proposal to be approved, it
must have the support of a majority of the votes cast at
the special meeting, provided that the total number of votes
cast is at least a majority of common units eligible to vote.
Neither the common units owned by affiliates of our general
partner nor the Class B units are eligible to vote for the
Class B Conversion and Issuance Proposal.
We urge you to review carefully the attached proxy statement,
which contains a detailed description of the proposals to be
voted upon at the special meeting.
Sincerely,
Steven J. Malcolm
Chairman and Chief Executive Officer
Williams Partners GP LLC
WILLIAMS
PARTNERS L.P.
One Williams Center
Tulsa, Oklahoma
74172-0172
NOTICE OF SPECIAL MEETING OF
HOLDERS OF COMMON UNITS
To Be Held On May 21,
2007
To our holders of common units:
A special meeting of the holders of our common units will be
held in the Williams Resource Center Theater, One Williams
Center, Tulsa, Oklahoma 74172 on May 21, 2007, at
11:00 a.m. local time, to consider and vote upon a proposal
to approve (a) a change in the terms of our Class B
units to provide that each Class B unit is convertible into
one of our common units and (b) the issuance of additional
common units upon such conversion.
We have set the close of business on April 9, 2007 as the
record date for determining which holders of common units are
entitled to receive notice of and to vote at the special
meeting. A list of holders of common units entitled to vote is
on file at our offices located at One Williams Center, Tulsa,
Oklahoma
74172-0172,
and will be available for inspection by any holder of common
units during the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
OF WILLIAMS PARTNERS GP LLC,
the general partner of WILLIAMS PARTNERS L.P.
William H. Gault
Assistant Secretary
Williams Partners GP LLC
Tulsa, Oklahoma
April 13, 2007
YOUR VOTE IS IMPORTANT.
If you cannot attend the special meeting, you may vote by
mailing the proxy card in the enclosed postage-prepaid return
envelope. Any holder of common units attending the meeting may
vote in person, even though he or she already has returned a
proxy card.
WILLIAMS
PARTNERS L.P.
One Williams Center
Tulsa, Oklahoma
74172-0172
PROXY STATEMENT
SPECIAL MEETING OF HOLDERS OF
COMMON UNITS
May 21, 2007
This proxy statement contains information related to the special
meeting of holders of common units of Williams Partners L.P. and
any postponements or adjournments thereof. This proxy statement
and the accompanying form of proxy is first being mailed to
Williams Partners L.P.s holders of common units on or
about April 13, 2007.
QUESTIONS
AND ANSWERS
The following is qualified in its entirety by the more detailed
information contained in or incorporated by reference in this
proxy statement. Holders of common units are urged to read
carefully this proxy statement in its entirety.
For
Additional Copies of this Proxy Statement or Proxy Cards or
if you have any questions about the Special Meeting, contact:
MORROW & CO., INC.
at
1-800-607-0088
or
470 West Avenue, 3rd Floor, Stamford, Connecticut
06902.
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WHO IS SOLICITING MY PROXY? |
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Williams Partners GP LLC, our general partner, is sending you
this proxy statement in connection with its solicitation of
proxies for use at the special meeting of holders of our common
units. Certain directors, officers and employees of our general
partner or its affiliates and Morrow & Co., Inc. (a
proxy solicitor) may also solicit proxies on our behalf by mail,
phone, fax or in person. |
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WHEN AND WHERE IS THE SPECIAL MEETING? |
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The special meeting will be held on May 21, 2007 in the
Williams Resource Center Theater, One Williams Center, Tulsa,
Oklahoma 74172 at 11:00 a.m. local time. |
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WHAT IS THE PURPOSE OF THE SPECIAL MEETING? |
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At the special meeting, the holders of our common units will act
upon a proposal to approve (i) a change in the terms of our
Class B units to provide that each Class B unit is
convertible into one of our common units and (ii) the
issuance of additional common units upon such conversion (the
Class B Conversion and Issuance Proposal). Upon
approval of this proposal, all 6,805,492 outstanding
Class B units will convert automatically into 6,805,492
common units without any further action. |
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WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETING? |
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All holders of common units who owned our common units at the
close of business on the record date, April 9, 2007, are
entitled to receive notice of the special meeting and to vote
the common units that they held on the record date at the
special meeting, or any postponements or adjournments of the
special meeting. However, none of the common units owned by
affiliates of our general partner, the Class B units nor
the subordinated units are eligible to vote on the Class B
Conversion and Issuance Proposal. |
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HOW DO I VOTE? |
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Just mail your completed, signed and dated proxy card in the
enclosed postage-prepaid return envelope as soon as possible so
that your common units may be represented at the special
meeting. You may also |
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attend the special meeting and vote your common units in person.
Even if you plan to attend the special meeting, your plans may
change, so it is a good idea to complete, sign and return your
proxy card in advance of the special meeting. |
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WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS? |
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The Class B Conversion and Issuance Proposal requires the
approval of a majority of votes cast, provided that the total
number of votes cast represents a majority of the common units
entitled to vote. The common units owned by affiliates of our
general partner are not entitled to vote on the proposal. A
properly executed proxy submitted without instructions on how to
vote will be voted FOR the Class B
Conversion and Issuance Proposal. A properly executed proxy
marked ABSTAIN with respect to any matter
will not be voted, although it will be counted for purposes of
determining whether there is a quorum. |
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WHAT IS THE QUORUM REQUIRED FOR THE SPECIAL MEETING? |
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If a majority of the common units entitled to vote on the
Class B Conversion and Issuance Proposal as of the record
date is present in person or by proxy at the special meeting,
that majority will constitute a quorum and will permit us to
conduct the proposed business at the special meeting. Proxies
received but marked as abstentions will be included in the
number of common units considered to be present at the special
meeting. Common units held by our general partner and its
affiliates are not entitled to vote on the proposal and, as a
result, will not be considered for purposes of determining
whether a quorum exists. |
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WHAT IS THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF OUR
GENERAL PARTNER? |
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The board of directors of our general partner recommends that
you vote FOR the Class B Conversion and
Issuance Proposal. |
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WHAT HAPPENS IF THE CLASS B CONVERSION AND ISSUANCE
PROPOSAL IS APPROVED? |
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Each outstanding Class B unit will convert automatically
into one common unit upon approval of the proposal, and those
new common units will be listed on the New York Stock Exchange. |
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WHAT HAPPENS IF THE CLASS B CONVERSION AND ISSUANCE
PROPOSAL IS NOT APPROVED? |
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If holders of our common units do not approve the conversion of
Class B units to common units, then beginning on
June 11, 2007: |
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the Class B units will be entitled to receive 115% of the
quarterly distribution payable on common units;
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to the extent possible, we will allocate gain and loss upon any
liquidation to entitle the holders of Class B units to
receive an increased amount of any liquidating distribution
equal to 115% of the liquidating distribution payable on the
common units; and
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we will be obligated to resubmit a proposal for the conversion
of Class B units to holders of common units, but not more
frequently than once every 180 days.
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Although the Class B units would remain subordinated to the
common units, any increase in distributions payable on the
Class B units would reduce the amount of cash available for
distributions to holders of common units and subordinated units.
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AT PRESENT, HOW DO THE CLASS B UNITS QUARTERLY
DISTRIBUTION RIGHTS DIFFER FROM THOSE OF THE COMMON UNITS AND
THE SUBORDINATED UNITS? |
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The Class B units are not entitled to receive any quarterly
distributions until the minimum quarterly distribution of $0.35
and any arrearages thereon have been paid on the common units.
The Class B units are entitled to receive the minimum
quarterly distribution and any arrearages thereon before the
subordinated units are entitled to any quarterly distributions.
After the minimum quarterly distribution has |
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been paid on all of the common units, Class B units and
subordinated units, each such class of units will share pro rata
in any distributions to unitholders in excess of the amount of
the minimum quarterly distribution. |
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HOW DO THE VOTING RIGHTS OF THE CLASS B UNITS COMPARE TO
THOSE OF THE COMMON UNITS? |
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The Class B units are entitled to vote as if they were
common units, except that, (i) the Class B units are
not entitled to vote on the Class B Conversion and Issuance
Proposal and (ii) the Class B units are entitled to
vote as a separate class on any matter that materially adversely
affects the rights or preferences of the Class B units in
relation to other classes of our limited partner interests or as
required by law. |
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IF MY COMMON UNITS ARE HELD IN STREET NAME BY MY
BROKER, WILL MY BROKER VOTE MY COMMON UNITS FOR ME? |
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Your broker will not vote your common units unless you provide
instructions on how to vote. You should instruct your broker how
to vote your common units upon receipt of your brokers
request for voting instructions. Without your instructions, your
common units will not be voted. |
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WHAT DO I DO IF I WANT TO CHANGE MY VOTE? |
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To change your vote after you have submitted your proxy card,
send in a later-dated, signed proxy card to us or attend the
special meeting and vote in person. You may also revoke your
proxy by sending in a notice of revocation to us at the address
set forth in the notice. Please note that attendance at the
special meeting will not by itself revoke a previously granted
proxy. |
THE
CLASS B CONVERSION AND ISSUANCE PROPOSAL
Background
We are submitting the Class B Conversion and Issuance
Proposal to you as a result of our sale of 6,805,492
Class B units at $35.81 per Class B unit to
certain institutional investors. The sales price of the
Class B units was determined through negotiations with the
institutional investors. We used the proceeds from the sale of
the Class B units to finance a portion of the cost of our
acquisition of the remaining 74.9% interest in Williams Four
Corners LLC that we did not already own (the Four Corners
Acquisition). We financed the balance of the
$1.223 billion purchase price through:
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the private placement of 2,905,030 common units at a price of
$36.59 per unit, which together with the private placement of
the Class B units generated net proceeds of approximately
$346 million;
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the public offering of 8,050,000 common units at a price to the
public of $38.00 per common unit ($36.48 per common
unit, net of underwriting discounts and commissions) which
generated net proceeds of approximately $293 million; and
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the private placement of $600 million aggregate principal
amount of
71/4% Senior
Notes due 2017.
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We chose to issue Class B units as part of the financing of
the Four Corners Acquisition because this form of financing
provided timely access to the requisite equity capital at prices
that we believe were competitive. Alternative sources of equity
could have potentially been obtained, but at a risk of delaying
completion of the Four Corners Acquisition. For example, under
the rules of the New York Stock Exchange, issuing all of the
equity securities in the equity private placement in the form of
common units would have required a vote of our holders of common
units prior to such issuance. The solicitation of a unitholder
vote at that time would have delayed completion of the Four
Corners Acquisition. The institutional investors agreed to
accept Class B units in lieu of additional common units,
provided we ask the holders of our common units to approve the
conversion of the Class B units into common units no later
than June 11, 2007. We are now asking you for this approval.
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The conflicts committee of the board of directors of our general
partner recommended approval of the Four Corners Acquisition.
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
committee based its decision in part on an opinion from the
committees independent financial advisor that the
consideration to be paid by us is fair, from a financial point
of view, to us and our public unitholders.
Adoption of the Class B Conversion and Issuance Proposal
requires the approval of a majority of votes cast, provided that
the total number of votes cast represents a majority of the
common units entitled to vote. None of the common units owned by
affiliates of our general partner, the Class B units nor
the subordinated units are entitled to vote on the proposal.
The
Proposal
At the special meeting, the holders of our common units will
consider and act upon a proposal to approve: (a) a change
in the terms of our Class B units to provide that each
Class B unit is convertible into one of our common units
and (b) the issuance of additional common units upon such
conversion.
Effects
of Approval
If our holders of common units approve the conversion of
Class B units at the special meeting, each outstanding
Class B unit will convert automatically into one common
unit upon approval and will be listed on the New York Stock
Exchange. Following such conversion, no Class B units will
remain outstanding.
Effects
of Failure to Approve
If holders of our common units do not approve the conversion of
Class B units to common units, then beginning on
June 11, 2007:
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the Class B units will be entitled to receive 115% of the
quarterly distribution payable on common units;
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to the extent possible, we will allocate gain and loss upon any
liquidation to entitle the holders of Class B units to
receive an increased amount of any liquidating distribution
equal to 115% of the liquidating distribution payable on the
common units; and
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we will be obligated to resubmit a proposal for the conversion
of Class B units to holders of common units, but not more
frequently than once every 180 days.
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Although the Class B units would remain subordinated to the
common units, any increase in distributions payable on the
Class B units would reduce the amount of cash available for
distributions to holders of common units and subordinated units.
The 115% distributions will terminate if at any time there are
no longer any Class B units outstanding, which would occur
upon the automatic conversion of the Class B units into
common units either (i) upon receipt of approval of the
Class B Conversion and Issuance Proposal, whether at this
special meeting or a subsequent meeting, or (ii) if at any
time approval from our holders of common units is no longer
required under the rules of the New York Stock Exchange as a
condition to listing the common units to be issued upon
conversion of the Class B units.
THE BOARD OF DIRECTORS OF OUR GENERAL PARTNER UNANIMOUSLY
RECOMMENDS THAT HOLDERS OF COMMON UNITS VOTE FOR
APPROVAL OF THE CLASS B CONVERSION AND ISSUANCE
PROPOSAL.
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Reasons
for Board of Directors Recommendation
The board of directors of our general partner believes that the
Class B Conversion and Issuance Proposal is in our best
interests and the best interests of the holders of our common
units and should be approved for the following reasons:
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If our holders of common units fail to approve the Class B
Conversion and Issuance Proposal, each Class B unit will be
entitled to receive (i) 115% of the quarterly distribution
payable on common units and (ii) 115% of any distributions
on liquidation payable on the common units. Although, in each
case, the Class B units would remain subordinated to the
common units, any increase in distributions payable on the
Class B units would reduce the amount of cash available for
distributions to holders of common units;
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Under the rules of the New York Stock Exchange, we could not
have issued all of the privately placed equity securities
necessary to fund the Four Corners Acquisition in the form of
common units without a vote of holders of common units prior to
such issuance. The completion of the Four Corners Acquisition
would have been significantly delayed if we had first been
forced to call a special meeting of unitholders. Instead, the
institutional investors in the equity private placement agreed
to accept Class B units in lieu of additional common units
provided that we ask holders of common units to approve the
conversion of the Class B units into common units no later
than June 11, 2007;
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If the holders of our common units fail to approve the
Class B Conversion and Issuance Proposal at this special
meeting, we have agreed to solicit the holders of our common
units again at a subsequent special meeting. Any subsequent
solicitation would result in additional costs and expenses to us
and could decrease the amount of cash available to be
distributed to holders of our common units; and
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The conversion of the Class B units will generally not be
dilutive to, or affect the voting rights of, holders of common
units. The Class B units are already outstanding and
entitled to receive quarterly distributions, on a subordinated
basis, so their conversion into common units on a
one-for-one
basis will not have a dilutive effect on us. In addition, the
Class B units have the same voting rights as if they were
outstanding common units, subject to their right to vote as a
separate class on any matters that materially adversely affects
the rights or preferences of the Class B units in relation
to other classes of partnership interests or as required by law.
So, the conversion of the Class B units will generally not
impact the voting power of holders of common units.
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OUR
BUSINESS
We are a publicly traded Delaware limited partnership formed by
The Williams Companies, Inc., or Williams, in February 2005, to
own, operate and acquire a diversified portfolio of
complementary energy assets. We are principally engaged in the
business of gathering, transporting and processing natural gas
and fractionating and storing natural gas liquids. Fractionation
is the process by which a mixed stream of natural gas liquids is
separated into its constituent products, such as ethane, propane
and butane. These natural gas liquids result from natural gas
processing and crude oil refining and are used as petrochemical
feedstocks, heating fuels and gasoline additives, among other
applications.
Operations of our businesses are located in the United States.
We manage our business and analyze our results of operations on
a segment basis. Our operations are divided into three business
segments:
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Gathering and Processing-West. Our Gathering
and Processing-West segment includes Williams Four Corners LLC,
or Four Corners. Four Corners owns a
3,500-mile
natural gas gathering system, including three natural gas
processing plants and two natural gas treating plants, located
in the San Juan Basin in Colorado and New Mexico. These
assets generate revenues by providing natural gas gathering,
transporting and processing services to customers under a range
of contractual arrangements.
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Gathering and Processing-Gulf. Our Gathering
and Processing-Gulf segment includes our equity investment in
Discovery Producer Services LLC, or Discovery, and the Carbonate
Trend gathering pipeline. We own a 40% interest in Discovery.
Discovery owns an integrated natural gas gathering and
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transportation pipeline system extending from offshore in the
Gulf of Mexico to a natural gas processing facility and a
natural gas liquids fractionator in Louisiana. Our Carbonate
Trend gathering pipeline is an unregulated sour gas gathering
pipeline consisting of approximately 34 miles of pipeline
off the coast of Alabama. These assets generate revenues by
providing natural gas gathering, transporting and processing
services and integrated natural gas fractionating services to
customers under a range of contractual arrangements.
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NGL Services. Our NGL Services segment
includes three integrated natural gas liquids storage facilities
and a 50% undivided interest in a natural gas liquids
fractionator near Conway, Kansas. These assets generate revenues
by providing stand-alone natural gas liquids fractionation and
storage services using various fee-based contractual
arrangements where we receive a fee or fees based on actual or
contracted volumetric measures.
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We account for our 40% interest in Discovery as an equity
investment and, therefore, do not consolidate its financial
results.
Williams Partners GP LLC, our general partner, is an indirect
wholly owned subsidiary of Williams, and holds no assets other
than its 2% general partner interest and incentive distribution
rights in us.
DESCRIPTION
OF UNITS
We currently have three classes of units outstanding that
represent limited partner interests in us: common units,
subordinated units and Class B units. The Class B
units were issued to finance a portion of the cost of the Four
Corners Acquisition. If the Class B Conversion and Issuance
Proposal is approved, all of the outstanding Class B units
will automatically convert into common units, and no
Class B units will remain outstanding. The subordinated
units were issued to affiliates of our general partner in
connection with our initial public offering. The subordinated
units will also convert into common units at the end of the
subordination period, which will end once we meet the financial
tests in our limited partnership agreement.
Common
Units
Quarterly
Distributions
The holders of common units are entitled to receive the minimum
quarterly distribution of $0.35 per unit, and any
arrearages thereon, before the Class B units or the
subordinated units are entitled to receive any distributions.
After the minimum quarterly distribution has been paid on all of
the common units, Class B units and subordinated units,
each such class of units is entitled to share pro rata in any
quarterly distributions to unitholders in excess of the amount
of the minimum quarterly distribution.
Voting
Rights
Holders of common units have the right to vote with respect to
certain amendments of our limited partnership agreement, the
withdrawal or removal of our general partner, our merger or the
sale of all or substantially all of our assets, and our
dissolution.
Dissolution
and Liquidation
If we dissolve, we will make distributions to our unitholders
and our general partner in accordance with their capital account
balances, as adjusted to reflect any gain or loss upon the sale
or other disposition of our assets. We will allocate gain and
loss upon liquidation, to the extent possible, to entitle the
holders of common units to a preference over the holders of
Class B units and subordinated units to the extent required
to permit common unitholders to receive their unrecovered
initial unit price plus the minimum quarterly distribution for
the quarter during which liquidation occurs, plus any arrearages
thereon. However, there may not be sufficient gain upon our
liquidation to enable the holders of common units to fully
recover all of these amounts.
6
Preemptive
Rights
Holders of common units are not entitled to preemptive rights.
However, our general partner, has the right, which it may assign
to affiliates, to purchase common units or other securities on
the same terms that we issue common units or other securities to
third persons to the extent necessary to maintain the percentage
interests of our general partner and its affiliates that existed
immediately prior to such issuance.
Exchange
Listing
The common units are listed on the New York Stock Exchange under
the symbol WPZ.
Class B
Units
Conversion
Upon approval of the Class B Conversion and Issuance
Proposal, each Class B unit will convert automatically into
one common unit and none of the Class B units will remain
outstanding.
Quarterly
Distributions
The Class B units are not entitled to receive any quarterly
distributions until the minimum quarterly distribution of $0.35
and any arrearages thereon have been paid on the common units.
The Class B units are entitled to receive the minimum
quarterly distribution and any arrearages thereon before the
subordinated units are entitled to any quarterly distributions.
After the minimum quarterly distribution has been paid on all of
the common units, Class B units and subordinated units,
each such class of units is entitled to share pro rata in any
quarterly distributions to unitholders in excess of the amount
of the minimum quarterly distribution.
If the Class B Conversion and Issuance Proposal is not
approved, each Class B unit will be entitled to receive
115% of the per unit quarterly distribution received by the
common units, but the Class B units would remain
subordinated to the common units in their right to receive the
minimum quarterly distribution and any arrearages thereon.
Voting
Rights
The Class B units are entitled to vote as if they were
common units, except that, (i) the Class B units are
not entitled to vote on the Class B Conversion and Issuance
Proposal and (ii) the Class B units are entitled to
vote as a separate class on any matter that materially adversely
affects the rights or preferences of the Class B units in
relation to other classes of our limited partner interests or as
required by law. The approval of a majority of the Class B
units is required to approve any matter for which the holders of
the Class B units are entitled to vote as a separate class.
Dissolution
and Liquidation
If we dissolve, we will make distributions to our unitholders
and our general partner in accordance with their capital account
balances, as adjusted to reflect any gain or loss upon the sale
or other disposition of our assets. We will allocate gain or
loss upon liquidation, to the extent possible, to entitle
holders of the Class B units to receive 100% of the amount
distributed in liquidation in respect of our common units, but
only after we have allocated gain or loss to entitle the holders
of our common units to receive an amount equal to their
unrecovered initial unit price, plus the minimum quarterly
distribution for the quarter during which liquidation occurs,
plus any arrearages for the common unitholders.
If, however, our unitholders do not approve the Class B
Conversion and Issuance Proposal, following the allocations in
respect of our common units described above, we will allocate
gain and loss upon dissolution or liquidation to the extent
possible to entitle holders of the Class B units to receive
an increased amount equal to 115% of the liquidating
distributions payable with respect to our common units.
7
Preemptive
Rights
Holders of Class B units are not entitled to preemptive
rights with respect to issuances of additional securities by us.
Exchange
Listing
Class B units are not listed or traded on any exchange or
quotation service. If the Class B Conversion and Issuance
Proposal is approved, the common units issuable upon a
conversion of the Class B Units will be listed on the New
York Stock Exchange.
Subordinated
Units
Conversion
The subordinated units will convert into common units on a
one-for-one
basis when the subordination period ends. The subordination
period will end on the first day of any quarter after
June 30, 2008 if we have paid and earned the
minimum quarterly distribution on all units for the preceding
three consecutive non-overlapping four-quarter periods. The
subordination period is also subject to early termination if we
pay and earn an amount equal to or in excess of
150% of the minimum quarterly distribution for any single
four-quarter period.
Quarterly
Distributions
During the subordination period, the common units and the
Class B units have the right to receive the minimum
quarterly distribution, and any arrearages thereon, before any
distributions of available cash may be made on the subordinated
units. The subordinated units are entitled to share pro rata
with the other classes of units in any quarterly distributions
to unitholders in excess of the amount of the minimum quarterly
distribution.
Voting
Rights
The subordinated units do not vote as a separate class of units
from the common units, except for matters that require the
approval of a unit majority, which requires the
approval of both a majority of the common units (excluding those
common units held by our general partner and its affiliates) and
a majority of the subordinated units, voting as separate classes.
Dissolution
and Liquidation
If we liquidate during the subordination period, we will, to the
extent possible, allocate gain and loss to entitle the holders
of common units and Class B units a preference over the
holders of subordinated units to the extent required to permit
the holders of common units and Class B units to receive
their unrecovered initial unit price, plus the minimum quarterly
distribution for the quarter during which liquidation occurs and
any arrearages thereon. However, there may not be sufficient
gain upon our liquidation to enable the holders of common units
and Class B units to fully recover all of these amounts.
Preemptive
Rights
The subordinated units are not entitled to preemptive rights
with respect to issuances of additional securities by us.
However, our general partner, has the right, which it may assign
to affiliates, to purchase common units or other securities on
the same terms that we issue common units or other securities to
third persons to the extent necessary to maintain the percentage
interests of our general partner and its affiliates that existed
immediately prior to such issuance.
Exchange
Listing
The subordinated units are not listed or traded on any exchange
or quotation service.
8
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of units
of Williams Partners L.P. that are owned by (i) each person
known by us to be a beneficial owner of more than 5% of any
class of units, (ii) each of the directors of our general
partner, (iii) each of the named executive officers of our
general partner and (iv) all of the directors and executive
officers of our general partner as a group.
The amounts and percentage of units beneficially owned are
reported on the basis of regulations of the SEC governing the
determination of beneficial ownership of securities. Under the
rules of the SEC, a person is deemed to be a beneficial
owner of a security if that person has or shares
voting power, which includes the power to vote or to
direct the voting of such security, or investment
power, which includes the power to dispose of or to direct
the disposition of such security. A person is also deemed to be
a beneficial owner of any securities of which that person has a
right to acquire beneficial ownership within 60 days. Under
these rules, more than one person may be deemed a beneficial
owner of the same securities and a person may be deemed a
beneficial owner of securities as to which he has no economic
interest.
Except as indicated by footnote, the persons named in the table
below have sole voting and investment power with respect to all
units shown as beneficially owned by them, subject to community
property laws where applicable.
Percentage of total units beneficially owned is based on
39,358,798 units outstanding. Unless otherwise noted below,
the address for the beneficial owners listed below is One
Williams Center, Tulsa, Oklahoma
74172-0172.
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Percentage
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Percentage
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Percentage
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Common
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of Common
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Subordinated
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Percentage of
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Class B
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of Class B
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of Total
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Units
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Units
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Units
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Subordinated
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Units
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Unit
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Units
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Beneficially
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Beneficially
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Beneficially
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Beneficially
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Beneficially
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Beneficially
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Beneficially
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Name of Beneficial Owner
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Owned
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Owned
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Owned
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Owned
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Owned
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Owned
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Owned
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The Williams Companies, Inc.(a)
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1,250,000
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4.9
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%
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7,000,000
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100.0
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%
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21.0
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%
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Williams Energy Services, LLC(a)
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821,761
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3.2
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4,601,861
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65.7
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13.8
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Williams Energy, L.L.C.
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447,308
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1.8
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2,504,925
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35.8
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7.5
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Williams Discovery Pipeline LLC
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215,980
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*
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1,209,486
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17.3
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3.6
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Williams Partners Holdings LLC
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428,239
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1.7
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2,398,139
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34.2
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7.2
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MAPCO Inc.(a)
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447,308
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1.8
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2,504,925
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35.8
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7.5
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Prudential Financial, Inc.(b)
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2,776,949
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10.9
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7.1
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Jennison Utility Fund(c)
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714,680
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2.8
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2,062,269
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30.3
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%
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7.1
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Goldman Sachs & Co.(d)
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357,340
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1.4
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1,031,134
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15.2
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3.5
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Tortoise Capital Advisors L.L.C.(e)
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1,487,094
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1.0
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721,796
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10.6
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5.6
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Perry Partners L.P.(f)
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178,670
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*
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515,566
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7.6
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1.8
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The Cushing MLP Opportunity
Fund I, LP(g)
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178,670
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*
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515,566
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7.6
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1.8
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GPS Income Fund
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(Cayman) LTD(h)
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164,376
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*
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474,321
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7.0
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1.6
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Alan S. Armstrong
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10,000
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*
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*
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James J. Bender
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2,000
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*
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*
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Donald R. Chappel
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10,000
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*
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*
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Steven J. Malcolm(i)
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25,100
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*
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*
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Bill Z. Parker
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8,036
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*
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*
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Alice M. Peterson
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3,036
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*
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*
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Thomas C. Knudson
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2,204
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*
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*
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Phillip D. Wright
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2,000
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*
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*
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All directors and executive
officers as a group (eight persons)
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62,376
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*
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*
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9
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* |
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less than 1%. |
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(a) |
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As noted in the Schedule 13D/A filed with the SEC on
December 19, 2006, The Williams Companies, Inc.
(Williams) is the ultimate parent company of
Williams Energy Services, LLC, Williams Energy, L.L.C., Williams
Discovery Pipeline LLC and Williams Partners Holdings LLC and
may, therefore, be deemed to beneficially own the units held by
Williams Energy Services, LLC, Williams Energy, L.L.C., Williams
Discovery Pipeline LLC and Williams Partners Holdings LLC.
Williams common stock is listed on the New York Stock
Exchange under the symbol WMB. Williams files
information with or furnishes information to, the Securities and
Exchange Commission pursuant to the information requirements of
the Securities Exchange Act of 1934. Williams Energy Services,
LLC is the record owner of 158,473 common units and 887,450
subordinated units and, as the sole stockholder of MAPCO Inc.
and the sole member of Williams Discovery Pipeline LLC, may,
pursuant to
Rule 13d-3,
be deemed to beneficially own the units beneficially owned by
MAPCO Inc. and Williams Discovery Pipeline LLC. MAPCO Inc., as
the sole member of Williams Energy, L.L.C., may, pursuant to
Rule 13d-3,
be deemed to beneficially own the units held by Williams Energy,
L.L.C. |
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(b) |
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Based solely on the Schedule 13G filed with the SEC on
February 9, 2007, Prudential Financial, Inc.
(Prudential), a Parent Holding Company as defined in
the Securities Exchange Act of 1934, may be deemed to be the
beneficial owner of securities beneficially owned by the
Registered Investment Advisors listed in such Schedule 13G,
of which Prudential is the direct or indirect parent, and may
have direct or indirect voting power over 2,776,949 common units
which are held for Prudentials benefit or for the benefit
of its clients by its separate accounts, externally managed
accounts, registered investment companies subsidiaries
and/or
affiliates. The Schedule 13G notes that Prudential reported
the combined holdings of these entities for the purpose of
administrative convenience. The address of Prudential is 751
Broad Street, Newark, New Jersey
07102-3777. |
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(c) |
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The address of Jennison Utility Fund is 466 Lexington Avenue,
New York, New York 10017. |
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(d) |
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The address of Goldman Sachs & Co. is 85 Broad Street,
29th Floor, New York, New York 10004. |
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(e) |
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According to the Schedule 13G filed with the SEC on
February 13, 2007, Tortoise Capital Advisors, L.L.C.
(TCA) acts as an investment advisor to certain
closed-end investment companies registered under the Investment
Company Act of 1940. TCA, by virtue of investment advisory
agreements with these investment companies, has all investment
and voting power over the units owned of record by these
companies. In addition, TCA acts as an investment advisor to
certain managed accounts. Under contractual agreements with
individual account holders, TCA, with respect to the units held
in the managed accounts, shares investment and voting power with
certain account holders, and has no voting power but shares
investment power with certain other account holders.
Accordingly, TCA may be deemed to beneficially own 1,487,094
common units and 721,796 Class B units. The address of TCA
is 10801 Mastin Boulevard, Suite 222 Overland Park, Kansas
66210. |
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(f) |
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Also includes 5,717 common units and 16,498 Class B units
held by Perry Commitment Fund L.P. The address of Perry
Partners L.P. is 767 5th Ave, 19th Floor, New York,
New York 10153. |
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(g) |
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Also includes 35,734 common units and 103,113 Class B units
held by Swank MLP Convergence Fund, LP. The address of The
Cushing MLP Opportunity Fund I, LP is 3300 Oak Lawn Avenue,
Suite 650 Dallas, Texas 75219. |
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(h) |
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Also includes 64,321 common units and 185,604 Class B units
held by GPS Income Fund LP and 20,011 common units and
57,743 Class B units held by GPS High Yield Equities Fund.
The address of GPS Income Fund (Cayman) LTD is 1000 Wilshire
Blvd., Suite 900, Santa Monica, California, 90401. |
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(i) |
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Represents units beneficially owned by Mr. Malcolm that are
held by the Steven J. Malcolm Revocable Trust. |
10
THE
SPECIAL MEETING
Time and
Place
The special meeting will be held in the Williams Resource Center
Theater, One Williams Center, Tulsa, Oklahoma 74172 on
May 21, 2007, at 11:00 a.m. local time.
Purpose
At the special meeting, the holders of our common units will act
upon a proposal to approve (a) a change in the terms of our
Class B units to provide that each Class B unit is
convertible into one of our common units and (b) the
issuance of additional common units upon such conversion (the
Class B Conversion and Issuance Proposal). Upon
approval of this proposal, all 6,805,492 outstanding
Class B units will convert automatically into 6,805,492
common units.
Record
Date
Our general partner has fixed the close of business on
April 9, 2007 as the record date for the determination of
holders of common units entitled to notice of, and to vote at,
the special meeting or any postponements or adjournments
thereof. Only holders of record of common units at the close of
business on the record date are entitled to notice of, and to
vote at, the special meeting. A complete list of such holders of
common units will be available for inspection in the offices of
Williams Partners L.P., One Williams Center, Tulsa, Oklahoma
74172-0172,
during normal business hours upon written demand by any holder
of our common units.
Holders
Entitled to Vote
All holders of common units at the close of business on the
record date, April 9, 2007, are entitled to receive notice
of the special meeting and to vote the common units that they
held on the record date at the special meeting, or any
postponements or adjournments of the special meeting, except for
common units owned by affiliates of our general partner. In
addition, our limited partnership agreement provides that any
person or group (other than our general partner and its
affiliates) that owns beneficially 20% or more of all our common
units may not vote on any matter and common units held by such
holders are not considered to be outstanding.
Each holder of common units is entitled to one vote for each
common unit owned on all matters to be considered. On
April 9, 2007, 24,303,306 common units were issued and
outstanding, excluding common units held by affiliates of our
general partner. None of the following securities are entitled
to vote on the Class B Conversion and Issuance Proposal:
common units held by affiliates of our general partner,
Class B units or subordinated units.
Vote
Required
The Class B Conversion and Issuance Proposal requires the
approval of a majority of the votes cast by the holders of
common units, provided that the total votes cast by the
holders of common units on the proposal represents a majority of
the common units entitled to vote. Common units owned by
affiliates of our general partner are not entitled to vote on
the proposal. A properly executed proxy submitted without
instructions how to vote will be voted FOR
the Class B Conversion and Issuance Proposal. A properly
executed proxy marked ABSTAIN with respect to
any matter will not be voted, although it will be counted for
purposes of determining whether there is a quorum.
The holders of the Class B units also hold 2,905,030 of our
common units, and they have agreed to vote all of their common
units in favor of the Class B Conversion and Issuance
Proposal. However, these votes will not be sufficient to approve
the Class B Conversion and Issuance Proposal, so we
encourage you to take part in the decision process by voting by
proxy or at the special meeting.
11
Brokers who hold common units in street name for customers may
not vote such common units with respect to
non-discretionary items when they have not received
instructions from beneficial owners. Under the rules of the New
York Stock Exchange, the Class B Conversion and Issuance
Proposal is a non-discretionary item. Because of
this, there will be no broker non-votes for this proposal.
Quorum
If a majority of the common units entitled to vote on the
Class B Conversion and Issuance Proposal as of the record
date is present in person or by proxy at the special meeting,
that majority will constitute a quorum and will permit us to
conduct the proposed business at the special meeting. Common
units held by our general partner and its affiliates are not
entitled to vote on the proposal and, as a result, will not be
considered for purposes of determining whether a quorum exists.
Your common units will be counted as present at the special
meeting if you:
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are present and vote in person at the meeting; or
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have properly submitted a proxy card.
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Proxies received but marked as abstentions will be included in
the number of common units considered to be present at the
special meeting.
Revocation
of Proxies
Even after you have submitted your proxy, you may change your
vote at any time before the proxy is exercised by filing with
the Secretary of Williams Partners GP LLC, our general partner,
either a notice of revocation or a duly executed proxy bearing a
later date. The powers of the proxy holders will be suspended if
you attend the special meeting in person and so request. Please
note that attendance at the special meeting will not by itself
revoke a previously granted proxy.
Solicitation
The expense of preparing, printing and mailing this proxy
statement and the proxies solicited hereby will be borne by us.
In addition to the use of the mails, proxies may be solicited by
employees of our general partner or its affiliates, without
additional remuneration, in person or by telephone, telegraph or
facsimile transmission. We will also request brokerage firms,
banks, nominees, custodians and fiduciaries to forward proxy
materials to the beneficial owners of our common units as of the
record date and will provide reimbursement for the cost of
forwarding the proxy materials in accordance with customary
practice. We have retained Morrow & Co., Inc. to aid in
the solicitation of proxies. We will pay to third parties a
total of approximately $6,500, plus out of pocket expenses, for
all of these services. Your cooperation in promptly signing and
returning the enclosed proxy card will help to avoid additional
expense.
Householding
of Proxy Materials
The SEC permits companies and intermediaries (e.g.,
brokers) to satisfy the delivery requirements for proxy
statements and related documents with respect to two or more
holders of common units sharing the same address by delivering a
single proxy statement and related documents addressed to those
holders of common units. This process, which is commonly
referred to as householding, potentially means extra
convenience for holders of common units and cost savings for us.
One proxy statement will be delivered to multiple holders of
common units sharing an address unless we receive contrary
instructions from one or more of the holders of common units
sharing such address. Upon receipt of such notice, we will
undertake to promptly deliver a separate copy of this proxy
statement to the holder of common units at the shared address to
which a single copy of the proxy statement was delivered and
provide instructions as to how the holder of common units can
notify us that the holder of common units wishes to receive
other communications to the holder of common units in the
future. In the event a holder of
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common units desires to provide us with such notice, it may be
given by writing us at the following address: Williams Partners
L.P., One Williams Center, Tulsa, Oklahoma 74172, Attention:
Secretary.
Adjournment
The special meeting may be adjourned to another date
and/or place
for any proper purposes (including, without limitation, for the
purpose of soliciting additional proxies).
No
Unitholder Proposals
Your common units do not entitle you to make proposals at the
special meeting. Under our limited partnership agreement, only
our general partner can make a proposal at the meeting. Our
limited partnership agreement establishes a procedure for
calling meetings whereby limited partners owning 20% or more of
the outstanding units of the class for which a meeting is
proposed may call a meeting. In any case, limited partners are
not allowed to vote on matters that would cause the limited
partners to be deemed to be taking part in our management and
control of our business and affairs. Doing so would jeopardize
the limited partners limited liability under Delaware law
or the law of any other state in which we are qualified to do
business.
Dissenters
Rights
We were formed under the laws of the State of Delaware. Under
those laws, dissenters rights are not available to our
common unitholders with respect to the matters to be voted on at
the special meeting.
WHERE YOU
CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and other reports and other
information with the Securities and Exchange Commission. You may
read and copy any of these documents at the Commissions
public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. (Please call the Securities and
Exchange Commission at
1-800-SEC-0330
for further information on the public reference room). Our
filings also are available to the public at the
Commissions web site at http://www.sec.gov. Our
common units are listed on the New York Stock Exchange. Reports
and other information concerning us may be inspected at the
offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005. You may also request a copy of our
filings by contacting our Secretary, c/o Williams Partners
L.P., One Williams Center, Tulsa, Oklahoma
74172-0172.
We also make available free of charge on our website, at
http://www.williamspartners.com, all materials that we
file electronically with the SEC, including our annual report on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
Section 16 reports and amendments to these reports as soon
as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC.
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate by reference the
information we have filed with the SEC. This means that we can
disclose important information to you without actually including
the specific information in this proxy statement by referring
you to other documents filed separately with the SEC. The
information incorporated by reference is an important part of
this proxy statement. Information that we later provide to the
SEC, and which is deemed to be filed with the SEC,
will automatically update information previously filed with the
SEC, and may replace information in this proxy statement and
information previously filed with the SEC.
We incorporate by reference in this proxy statement the
following documents that we have previously filed with the SEC:
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Annual Report on
Form 10-K
(File
No. 1-32599)
for the year ended December 31, 2006 filed on
February 28, 2007;
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Amended Current Report on
Form 8-K/A
(File
No. 1-32599)
filed on January 12, 2007; and
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The description of our common units contained in our
registration statement on
Form 8-A
(File
No. 1-32599)
filed on August 9, 2005, amendment no. 1 thereto filed
on December 20, 2006, and any subsequent amendments or
reports filed for the purpose of updating such description.
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All documents that we file with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, after the
date of this proxy statement and prior to the termination of
this offering will also be deemed to be incorporated herein by
reference and will automatically update and supersede
information in this proxy statement. Notwithstanding the
foregoing, nothing in this proxy statement shall be deemed to
incorporate information furnished to, but not filed with, the
SEC pursuant to Item 2.02 or Item 7.01 of
Form 8-K
(or corresponding information furnished under Item 9.01 or
included as an exhibit).
FORWARD-LOOKING
STATEMENTS
Certain matters included or incorporated by reference in this
proxy statement, excluding historical information, include
forward-looking statements statements that discuss
our expected future results based on current and pending
business operations.
Forward-looking statements can be identified by words such as
anticipates, believes,
expects, planned, scheduled,
could, continues, estimates,
forecasts, might, potential,
projects, may, should or
similar expressions. Similarly, statements that describe our
future plans, objectives or goals are also forward-looking
statements.
Although we believe 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 this proxy
statement and the documents incorporated herein by reference.
These risks and uncertainties include, among other things:
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We may not have sufficient cash from operations to enable us to
pay the minimum quarterly distribution following establishment
of cash reserves and payment of fees and expenses, including
payments to our general partner.
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Because of the natural decline in production from existing wells
and competitive factors, the success of our gathering and
transportation businesses depends on our ability to connect new
sources of natural gas supply, which is dependent on factors
beyond our control. Any decrease in supplies of natural gas
could adversely affect our business and operating results.
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Our 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.
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Lower natural gas and oil prices could adversely affect our
fractionation and storage businesses.
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We depend on certain key customers and producers for a
significant portion of our revenues and supply of natural gas
and natural gas liquids. The loss of any of these key customers
or producers could result in a decline in our revenues and cash
available to pay distributions.
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If third-party pipelines and other facilities interconnected to
our pipelines and facilities become unavailable to transport
natural gas and natural gas liquids or to treat natural gas, our
revenues and cash available to pay distributions could be
adversely affected.
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Our future financial and operating flexibility may be adversely
affected by restrictions in our indentures and by our leverage.
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Williams revolving credit facility and Williams
public indentures contain financial and operating restrictions
that may limit our access to credit. In addition, our ability to
obtain credit in the future will be affected by Williams
credit ratings.
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Our general partner and its affiliates have conflicts of
interest and limited fiduciary duties, which may permit them to
favor their own interests to the detriment of our unitholders.
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Our limited partnership agreement limits our general
partners fiduciary duties to our unitholders and restricts
the remedies available to unitholders for actions taken by our
general partner that might otherwise constitute breaches of
fiduciary duty.
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Even if unitholders are dissatisfied, they currently have little
ability to remove our general partner without its consent.
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Unitholders may be required to pay taxes on their share of our
income even if they do not receive any cash distributions from
us.
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Our operations are subject to operational hazards and unforeseen
interruptions for which we may or may not be adequately insured.
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Using a black ink pen, mark your votes with an X as shown in
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this example. Please do not write outside the designated areas.
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X |
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Annual Meeting Proxy Card
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A |
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THE BOARD OF DIRECTORS OF WILLIAMS PARTNERS GP LLC, OUR GENERAL PARTNER, UNANIMOUSLY
RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL: |
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For
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Against
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Abstain
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1.
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A proposal to approve (a) a change in the terms of our Class
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B units to provide that each Class B unit is convertible into |
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one of our common units and (b) the issuance of additional |
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common units upon such conversion. |
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Change of Address Please print your new address below.
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Comments Please print your comments below. |
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Authorized Signatures This section must be completed for your vote to be counted.
Date and Sign Below |
NOTE: Your signature should conform with your name as printed above. Please sign exactly as
your name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box
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Signature 2 Please keep signature within the box |
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PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy WILLIAMS PARTNERS L.P.
SPECIAL MEETING May 21, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WILLIAMS PARTNERS GP LLC
The undersigned, whose signature appears on the reverse, hereby appoints Steven J. Malcolm,
Donald R. Chappel and James J. Bender or each of them, proxies with full power of substitution for
and in the name of the undersigned to vote all the common units of Williams Partners L.P. which the
undersigned would be entitled to vote if personally present at the special meeting to be held on
May 21, 2007 and at any and all adjournments thereof, on all matters that may properly come before
the special meeting.
Your common units will be voted as directed on this card. If this card is signed and no direction
is given for any item, it will be voted in favor of all items. Please sign and date this card on the
reverse, tear off at the perforation, and mail promptly in the enclosed postage-paid envelope.
YOUR VOTE IS IMPORTANT. BY RETURNING YOUR PROXY PROMPTLY, YOU CAN AVOID THE INCONVENIENCE OF
RECEIVING FOLLOW-UP MAILINGS AND HELP WILLIAMS PARTNERS L.P. AVOID ADDITIONAL EXPENSES.
(Continued and to be signed on reverse side)SEE REVERSE SIDE