Current Report Filing (8-k)
July 13 2018 - 4:17PM
Edgar (US Regulatory)
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): July 13, 2018
Williams Partners L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34831
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20-2485124
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Williams Center
Tulsa, Oklahoma
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74172-0172
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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
is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.07
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Submission of Matters to a Vote of Security Holders
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As previously disclosed, on
May 16, 2018, Williams Partners L.P. (WPZ) and WPZ GP LLC (WPZ General Partner and, together with WPZ, the WPZ Parties) entered into an Agreement and Plan of Merger (the Merger Agreement) with The
Williams Companies, Inc. (WMB) and its direct wholly owned subsidiary SCMS LLC (Merger Sub, and together with WMB, the WMB Parties). Pursuant to the Merger Agreement, Merger Sub will be merged with and into WPZ,
with WPZ being the surviving entity (the Merger). The closing of the Merger is conditioned upon, among other things, the approval and adoption of the Merger Agreement and the Merger by the affirmative vote or consent of holders of at
least a majority of the outstanding common units of WPZ (the WPZ Common Units) and Convertible Class B Units of WPZ (the WPZ Class B Units and together with the WPZ Common Units, the WPZ Units), voting
together as a single class.
The board of directors of the WPZ General Partner set July 9, 2018 as the record date (the Record
Date) for determining holders of WPZ Units entitled to execute and deliver written consents with respect to the approval and adoption of the Merger Agreement and the Merger. On July 13, 2018, Williams Gas Pipeline Company, LLC, which as
of the Record Date beneficially owned 702,218,502 WPZ Common Units and 18,442,649 WPZ Class B Units representing approximately 73.8% of the outstanding WPZ Units, delivered a written consent approving and adopting the Merger Agreement and the
Merger in all respects (the WGP Written Consent). As a result, no further action by any unitholder of WPZ is required under applicable law or otherwise to adopt the Merger Agreement and the Merger, and upon the delivery of the WGP
Written Consent, the consent process for holders of WPZ Units with respect to the Merger Agreement and the Merger concluded.
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.
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WILLIAMS PARTNERS L.P.
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By:
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WPZ GP LLC,
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its General Partner
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By:
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/s/ Joshua H. De Rienzis
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Joshua H. De Rienzis
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Secretary
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DATED: July 13, 2018
Williams Partners (NYSE:WPZ)
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