If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1.
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Names of
reporting persons
The Williams Companies, Inc.
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
0
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8.
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Shared voting power
711,249,337 Common Units+
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
711,249,337 Common Units+
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11.
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Aggregate amount beneficially owned by each reporting person
711,249,337 Common Units+
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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13.
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Percent of class represented by amount
in Row (11)
73.8%++
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14.
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Type of reporting person (see
instructions)
HC/CO
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+
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Includes 16,690,016 Common Units issuable upon conversion of 16,690,016 Class B Units, which may be deemed to be beneficially owned by the Reporting Person.
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++
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Calculated in accordance with Rule 13d-3(d)(1), based on 947,391,658 of the Issuers Common Units outstanding as of January 13, 2017 and a total of 16,690,016 Common Units issuable upon the conversion of all
of the outstanding Class B Units owned by the Reporting Person.
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Page 3 of 11
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1.
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Names of
reporting persons
Williams Gas Pipeline Company, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
0
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8.
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Shared voting power
711,249,337 Common Units+
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
711,249,337 Common Units+
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11.
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Aggregate amount beneficially owned by each reporting person
711,249,337 Common Units+
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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13.
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Percent of class represented by amount
in Row (11)
73.8%++
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14.
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Type of reporting person (see
instructions)
OO Limited Liability Company
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+
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Includes 16,690,016 Common Units issuable upon conversion of 16,690,016 Class B Units, which may be deemed to be beneficially owned by the Reporting Person.
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++
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Calculated in accordance with Rule 13d-3(d)(1), based on 947,391,658 of the Issuers Common Units outstanding as of January 13, 2017 and a total of 16,690,016 Common Units issuable upon the conversion of all
of the outstanding Class B Units owned by the Reporting Person.
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Page 4 of 11
Introduction
Item 1. Security and Issuer
This
Amendment No. 10 amends Items 1 through 6 of the Schedule 13D originally filed by The Williams Companies, Inc. (
Williams
) on December 28, 2012 (the
Original Schedule 13D
), as amended by Amendment
No. 1 filed by Williams on June 16, 2014 (
Amendment No.
1
), Amendment No. 2 filed by Williams on July 1, 2014 (
Amendment No.
2
), Amendment No. 3
filed by Williams Gas Pipeline Company, LLC (
Williams Gas Pipeline
) and Williams on October 27, 2014 (
Amendment No.
3
), Amendment No. 4 filed by Williams Gas Pipeline and Williams on
February 3, 2015 (
Amendment No.
4
), Amendment No. 5 filed by Williams Gas Pipeline and Williams on May 13, 2015 (
Amendment No.
5
), Amendment No. 6 filed
by Williams Gas Pipeline and Williams on September 29, 2015 (
Amendment No.
6
), Amendment No. 7 filed by Williams Gas Pipeline and Williams on August 2, 2016, Amendment No. 8 filed by Williams
Gas Pipeline and Williams on August 30, 2016 (
Amendment No.
8
), and Amendment No. 9 filed by Williams Gas Pipeline and Williams on January 10, 2017 (
Amendment
No.
9
). This statement on Schedule 13D (
Schedule 13D
) relates to common units representing limited partner interests (
Common Units
) of Williams Partners L.P. (
WPZ
or the
Issuer
). The Issuer is a Delaware limited partnership and its principal executive offices are located at One Williams Center, Tulsa, Oklahoma, 74172-0172. Unless specifically amended hereby, the disclosure set forth in the
Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, and Amendment No. 9 shall
remain unchanged.
Common Units are issuable on a
one-for-one
basis upon the conversion of the Convertible Class B units representing limited partner interests of the Issuer (
Class
B
Units
).
Item 2. Identity and Background
The information previously provided in response to Item 2 is hereby amended and supplemented with the following:
(a) This Schedule 13D is filed by (i) Williams and (ii) Williams Gas Pipeline (collectively, the
Reporting
Persons
). Williams directly owns 100% of Williams Gas Pipeline; accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The business address of each of the Reporting Persons is One Williams Center, Tulsa, Oklahoma, 74172-0172.
(c) The principal business of Williams and its affiliates is to provide the energy infrastructure to connect North Americas significant
hydrocarbon resource plays to growing markets for natural gas, natural gas liquids and olefins.
(d)(e) During the past five years,
none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Not applicable.
In
accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers, board of directors and each person controlling the Reporting Persons, as applicable (collectively, the
Listed
Persons
), required by Item 2 of Schedule 13D is provided on Schedule 1 hereto and is incorporated by reference herein. To the Reporting Persons knowledge, none of the Listed Persons has been, during the last five years,
(i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Page 5 of 11
Item 3.
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Source and Amount of Funds or Other Consideration.
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The information previously provided
in response to Item 3 is hereby amended and supplemented by adding the following:
The information provided in Item 4 below is
incorporated by reference into this Item 3.
Item 4. Purpose of Transaction
The information previously provided in response to Item 4 is hereby amended and supplemented by adding the following:
On January 9, 2017, Williams, Williams Gas Pipeline and WPZ entered into a Common Unit Purchase Agreement (the
Purchase
Agreement
) pursuant to which Williams Gas Pipeline agreed to purchase Common Units from WPZ (such Common Units, the
Williams Issuance Common Units
) at a purchase price equal to $36.08586 per Common Unit (the
Common Unit Purchase Price
) using the net proceeds from Williams underwritten public offering of common stock (the
Williams Equity Offering
). The Williams Equity Offering closed on January 13, 2017.
Pursuant to the Purchase Agreement, on January 13, 2017, WPZ issued 51,047,349 Williams Issuance Common Units to Williams Gas Pipeline in exchange for the net proceeds to Williams from the Williams Equity Offering (after deducting offering
expenses payable by Williams) of $1,842,087,500. In the event that the underwriters in the Williams Equity Offering exercise their option to purchase additional shares of Williams common stock pursuant to the underwriting agreement between Williams
and the underwriters named therein, Williams will use the net proceeds from the sale of such additional shares of common stock to purchase additional Common Units at the Common Unit Purchase Price.
The foregoing description of the Purchase Agreement dos not purport to be complete and is qualified in its entirety by reference to the
complete text of such agreement, a copy of which is filed as Exhibit 3 to Amendment No. 9 to this Schedule 13D and are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety
with the following:
(a) Williams Gas Pipeline is the record and beneficial owner of (i) 694,559,321 Common Units and
(ii) 16,690,016 Class B Units. The Class B Units may be converted into Common Units on a
one-for-one
basis. If converted, Williams Gas Pipeline would be
the record and beneficial owner of 711,249,337 Common Units, representing 73.8% of the outstanding Common Units, as calculated in accordance with Rule
13d-3(d)(1).
Williams, as the direct 100% owner of
Williams Gas Pipeline, may be deemed to beneficially own (i) 694,559,321 Common Units and (ii) 16,690,016 Class B Units. If converted, Williams may be deemed to be the beneficial owner of a total of 711,249,337 Common Units, which
represents 73.8% of the outstanding Common Units, as calculated in accordance with Rule
13d-3(d)(1).
Williams may also be deemed to beneficially own the
non-economic
general partner interest in the Issuer held by the General Partner and the incentive distribution rights in the Issuer held by the General Partner, which is a wholly owned indirect subsidiary of Williams. See Schedule 1 for the aggregate number and
percentage of Common Units beneficially owned by the Listed Persons.
(b) The information set forth in Items 7 through 11 of the cover
pages hereto is incorporated herein by reference. See Schedule 1 for the information applicable to the Listed Persons.
(c) Except as
described in this Schedule 13D, none of the Reporting Persons or, to the Reporting Persons knowledge, the Listed Persons, has effected any transactions in Common Units during the past 60 days.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the Common Units reported on the
cover pages of this Schedule 13D and in this Item 5. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the
sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons knowledge, the Listed Persons.
Page 6 of 11
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 13, 2017
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The Williams Companies, Inc.
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By:
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/s/ Robert E. Riley, Jr.
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Name:
Title:
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Robert E. Riley, Jr.
Assistant
Secretary
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Williams Gas Pipeline Company, LLC
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By:
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/s/ Cher S. Lawrence
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Name:
Title:
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Cher S. Lawrence
Assistant
Secretary
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Schedule 1
Executive Officers of The Williams Companies, Inc.
Alan
S. Armstrong
c/o The Williams Companies, Inc.
One Williams
Center
Tulsa, Oklahoma 74172-0172
Principal Occupation:
Director, Chief Executive Officer & President
Citizenship: USA
Amount Beneficially Owned: 32,334 (less than 1%)
Walter J.
Bennett
c/o The Williams Companies, Inc.
One Williams
Center
Tulsa, Oklahoma 74172-0172
Principal Occupation:
Senior Vice President, West
Citizenship: USA
Amount
Beneficially Owned: 8,770
Frank E. Billings
c/o The
Williams Companies, Inc.
One Williams Center
Tulsa,
Oklahoma 74172-0172
Principal Occupation: Senior Vice President Corporate Strategic Development
Citizenship: USA
Amount Beneficially Owned: 0
Donald R. Chappel
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President & Chief Financial Officer
Citizenship: USA
Amount Beneficially Owned: 19,574 (less than
1%)
John R. Dearborn, Jr.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice
President NGL & Petchem Services
Citizenship: USA
Amount Beneficially Owned: 0
Robyn L. Ewing
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice
President Strategic Services and Administration & Chief Administrative Officer
Citizenship: USA
Amount Beneficially Owned: 0
Rory L. Miller
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice
President Atlantic Gulf Operating Area
Citizenship: USA
Amount Beneficially Owned: 1,752 (less than 1%)
Sarah C. Miller
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Principal Occupation: Senior Vice
President and General Counsel
Citizenship: USA
Amount
Beneficially Owned: 0
Robert S. Purgason
c/o The Williams
Companies, Inc.
One Williams Center
Tulsa, Oklahoma
74172-0172
Principal Occupation: Senior Vice President Access Operating Area
Citizenship: USA
Amount Beneficially Owned: 29,726 (less than
1%)
James E. Scheel
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President Northeast G&P
Citizenship: USA
Amount Beneficially Owned: 0
John D. Seldenrust
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Senior Vice President Engineering & Construction
Citizenship: USA
Amount Beneficially Owned: 1,262 (less than 1%)
Ted T. Timmermans
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Vice President, Controller & Chief Accounting Officer
Citizenship: USA
Amount Beneficially Owned: 588 (less than 1%)
Board of Directors of The Williams Companies, Inc.
Alan S. Armstrong
(see Above)
Stephen W. Bergstrom
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0
Stephen I. Chazen
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0
Charles I. Cogut
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0
Kathleen B. Cooper
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: President,
Cooper Strategies International LLC
Citizenship: USA
Amount
Beneficially Owned: 0
Michael A. Creel
c/o The Williams
Companies, Inc.
One Williams Center
Tulsa, Oklahoma
74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0
Peter A. Ragauss
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0
Scott D. Sheffield
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Chairman and Chief Executive Officer, Pioneer Natural Resources Company (a petroleum, natural gas, and natural gas liquids exploration
and production company)
Citizenship: USA
Amount
Beneficially Owned: 0
Murray D. Smith
c/o The Williams
Companies, Inc.
One Williams Center
Tulsa, Oklahoma
74172-0172
Principal Occupation: President, Murray Smith and Associates (a consulting firm that provides strategic advice to the North American energy
sector)
Citizenship: Canada
Amount Beneficially Owned: 0
William H. Spence
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Chairman,
President and Chief Executive Officer, PPL Corporation (a utility holding company)
Citizenship: USA
Amount Beneficially Owned: 0
Janice D. Stoney
c/o The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172-0172
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 7,620 (less than 1%)
Executive Officers of Williams Gas Pipeline Company, LLC
Walter J. Bennett
(see above)
Frank E. Billings
(see above)
Rory L. Miller
(see above)
Sarah C. Miller
(see above)
John D. Seldenrust
(see above)
Management Committee of Williams Gas Pipeline Company, LLC
Donald R. Chappel
(see above)
Robyn L. Ewing
(see above)