Introductory Note
On August 10, 2018, Williams Partners L.P., a Delaware limited partnership (“WPZ”), completed its previously announced merger
with SCMS LLC (“Merger Sub”), a Delaware limited liability company and a wholly owned subsidiary of The Williams Companies, Inc., a Delaware corporation (“WMB”), pursuant to that certain Agreement and Plan of Merger (the
“Merger Agreement”), dated May 16, 2018, by and among WPZ, WMB, Merger Sub, and WPZ GP LLC, a Delaware limited liability company and the general partner of WPZ (“WPZ General Partner”), whereby Merger Sub merged with and into
WPZ with WPZ continuing as the sole surviving entity and a wholly owned subsidiary of WMB (“Merger”).
Under the terms of the
Merger Agreement, at the effective time of the Merger each outstanding common unit representing limited partner interests in WPZ (the “WPZ Common Units”) that was held by a unitholder other than WMB and any entities that are partially or
wholly owned, directly or indirectly, by WMB, including Merger Sub, Williams Gas Pipeline Company, LLC, a Delaware limited liability company and wholly owned subsidiary of WMB (“Williams Gas Pipeline”), and WPZ (such units, the “WPZ
Public Common Units”), were cancelled and each holder became entitled to receive 1.494 shares of validly issued, fully paid and
non-assessable
WMB common stock, par value $1.00 per share for each WPZ
Common Unit that such holder owned at the effective time of the Merger (the “Merger Consideration”).
Immediately following the
Merger, each of WPZ, the WPZ General Partner and Williams Gas Pipeline merged with and into WMB, with WMB continuing as the sole surviving entity (the “Subsequent Merger”).
Item 1.02. Termination of a Material Definitive Agreement.
On August 10, 2018, WPZ, Northwest Pipeline LLC, a Delaware limited liability company (“Northwest”), and Transcontinental Gas
Pipeline Company, LLC, a Delaware limited liability company (“Transco”), terminated the Second Amended & Restated Credit Agreement, dated as of February 2, 2015, by and among WPZ, Northwest, Transco, Citibank, N.A. as
administrative agent and the lenders named therein, subject to survival of any provisions which by their terms survive the termination.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The description of the Merger Agreement and the Merger in the Introductory Note is incorporated into this Item 2.01 by reference.
The description of the Merger and the Merger Agreement in the Introductory Note does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to WPZ’s Current Report on Form
8-K
filed with the Securities and Exchange Commission (the “SEC”) on
May 17, 2018, and the terms of which are incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On August 10, 2018, in connection with the consummation of the Merger, WPZ
(i) notified the New York Stock Exchange (the “NYSE”) that each outstanding WPZ Common Unit was canceled and (ii) requested that the NYSE file a notification of removal from listing on Form 25 with the SEC with respect to the WPZ
Common Units. The trading of the WPZ Common Units on the NYSE will be suspended before the opening of the market on August 13, 2018. WPZ intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the
deregistration of the WPZ Common Units and the suspension of WPZ’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
Under the terms of the Merger Agreement, upon the effective time of the Merger, each outstanding WPZ Public Common Unit was cancelled and
converted into the right to receive the Merger Consideration.
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