sv3asr
As filed
with the Securities and Exchange Commission on October 28,
2009
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
WILLIAMS PARTNERS
L.P.
(and certain subsidiaries identified in footnote (*)
below)
(Exact name of registrant as
specified in its charter)
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Delaware
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20-2485124
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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One Williams Center
Tulsa, Oklahoma
74172-0172
(918) 573-2000
(Address, including zip code,
and telephone number,
including area code, of
registrants principal executive offices)
James J. Bender, Esq.
General Counsel
Williams Partners GP LLC
One Williams Center, Suite 4900
Tulsa, Oklahoma
74172-0172
(918) 573-2000
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this registration statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box: o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box: þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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(Do not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Amount to be Registered(1)(2)
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Proposed Maximum Offering Price per Unit(1)(2)
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Title of Each Class of
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Proposed Maximum Aggregate Offering Price(1)
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Securities to be Registered
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Amount of Registration Fee(1)
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Common units representing limited partner interests
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Debt Securities
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Guarantees of Debt Securities(3)
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(1) |
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An indeterminate aggregate initial offering price or number of
securities of each identified class is being registered as may
from time to time be offered at indeterminate prices. Separate
consideration may or may not be received for securities that are
issuable on exercise, conversion or exchange of other
securities. In accordance with Rules 456(b) and 457(r) of
the Securities Act of 1933, as amended, the registrants are
deferring payment of the registration fee, except for $91,860
that has already been paid with respect to $858,512,500
aggregate initial offering price of securities that were
previously registered pursuant to Registration Statement
No. 333-137562,
which was filed on September 22, 2006, and were not sold
thereunder. Pursuant to Rule 457(p), such unutilized filing
fee may be applied to the filing fees payable with respect to
this registration statement. |
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(2) |
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Includes such indeterminate amounts of the securities as may be
issued upon exercise, conversion or exchange of, or pursuant to
anti-dilution adjustments with respect to, any securities that
provide for that issuance or adjustment. Separate consideration
may or may not be received for any of these securities. |
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(3) |
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Williams Partners Operating LLC, Carbonate Trend Pipeline LLC,
Mid-Continent Fractionation and Storage, LLC and/or Williams
Four Corners LLC may guarantee the obligations of Williams
Partners L.P. under some or all of the debt securities. No
separate consideration will be received in respect of any such
guarantees. Pursuant to Rule 457(n) of the Securities Act
of 1933, as amended, no separate fee is payable with respect to
the guarantees of the debt securities being registered. |
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The following are co-registrants that may guarantee some or all
of the debt securities: |
WILLIAMS PARTNERS OPERATING
LLC
(Exact name of registrant as
specified in its charter)
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Delaware
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20-2891139
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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CARBONATE TREND PIPELINE
LLC
(Exact name of registrant as
specified in its charter)
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Delaware
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20-2891187
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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MID-CONTINENT FRACTIONATION AND
STORAGE, LLC
(Exact name of registrant as
specified in its charter)
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Delaware
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20-1568868
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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WILLIAMS FOUR CORNERS
LLC
(Exact name of registrant as
specified in its charter)
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Delaware
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20-4283559
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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PROSPECTUS
WILLIAMS PARTNERS L.P.
COMMON UNITS REPRESENTING
LIMITED PARTNER INTERESTS
DEBT SECURITIES
We may from time to time offer and sell common units
representing limited partner interests in Williams Partners L.P.
and debt securities of Williams Partners L.P., at prices and on
terms to be determined by market conditions at the time of our
offerings. Williams Partners Operating LLC, Carbonate Trend
Pipeline LLC,
Mid-Continent
Fractionation and Storage, LLC
and/or
Williams Four Corners LLC may guarantee the debt securities.
This prospectus describes some of the general terms that may
apply to these securities and the general manner in which they
may be offered. Each time we sell securities pursuant to this
prospectus, we will provide a supplement to this prospectus that
contains specific information about the offering and the
specific terms of the securities offered. You should read this
prospectus and the applicable prospectus supplement and the
documents incorporated by reference herein and therein carefully
before you invest in our securities. You should also read the
documents we have referred you to in the Where You Can
Find More Information section of this prospectus for
information about us, including our financial statements.
Our common units are listed for trading on the New York Stock
Exchange under the ticker symbol WPZ. We will
provide information in the applicable prospectus supplement for
the trading market, if any, for any debt securities we may offer.
We will sell these securities directly to investors, or through
agents, dealers or underwriters as designated from time to time,
or through a combination of these methods, on a continuous or
delayed basis.
This prospectus may not be used to consummate sales of our
securities unless it is accompanied by the applicable prospectus
supplement.
You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus
supplement. We have not authorized anyone else to provide you
with different information or to make additional
representations. We are not making or soliciting an offer of any
securities other than the securities described in this
prospectus and any prospectus supplement. We are not making or
soliciting an offer of these securities in any state or
jurisdiction where the offer is not permitted or in any
circumstances in which such offer or solicitation is unlawful.
You should not assume that the information contained or
incorporated by reference in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the
front of those documents.
Investing in our common units and debt securities involves a
high degree of risk. Limited partnerships are inherently
different from corporations. Please read Risk
Factors referred to on page 6 of this prospectus, and
contained in the applicable prospectus supplement and in the
documents incorporated by reference herein and therein before
you make any investment in our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is October 28, 2009.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement on
Form S-3
we filed with the Securities and Exchange Commission (SEC) using
a shelf registration process. Under this shelf
registration process, we may, over time, offer and sell in one
or more offerings in any combination, an unlimited number and
amount of the common units or debt securities of Williams
Partners L.P. described in this prospectus. This prospectus
generally describes us, the common units of Williams Partners
L.P., the debt securities of Williams Partners L.P. and the
guarantees of the debt securities.
Each time we sell common units or debt securities with this
prospectus, we will describe in a prospectus supplement, which
will be delivered with this prospectus, specific information
about the offering and the terms of the particular securities
offered. The prospectus supplement also may add to, update, or
change the information contained in this prospectus. If there is
any inconsistency between the information contained in this
prospectus and any information incorporated by reference herein,
on the one hand, and the information contained in any applicable
prospectus supplement or incorporated by reference therein, on
the other hand, you should rely on the information in the
applicable prospectus supplement or incorporated by reference
therein.
Wherever references are made in this prospectus to information
that will be included in a prospectus supplement, to the extent
permitted by applicable law, rules, or regulations, we may
instead include such information or add, update, or change the
information contained in this prospectus by means of a
post-effective amendment to the registration statement of which
this prospectus is a part through filings we make with the SEC
that are incorporated by reference into this prospectus or by
any other method as may then be permitted under applicable law,
rules, or regulations.
Statements made in this prospectus, in any prospectus supplement
or in any document incorporated by reference in this prospectus
or any prospectus supplement as to the contents of any contract
or other document are not necessarily complete. In each instance
we refer you to the copy of the contract or other document filed
as an exhibit to the registration statement of which this
prospectus is a part, or as an exhibit to the documents
incorporated by reference. You may obtain copies of those
documents as described in this prospectus under Where You
Can Find More Information.
Neither the delivery of this prospectus nor any sale made
under it implies that there has been no change in our affairs or
that the information in this prospectus is correct as of any
date after the date of this prospectus. You should not assume
that the information in this prospectus, including any
information incorporated in this prospectus by reference, the
accompanying prospectus supplement or any free writing
prospectus prepared by us, is accurate as of any date other than
the date on the front of those documents. Our business,
financial condition, results of operations and prospects may
have changed since that date.
You should rely only on the information contained in or
incorporated by reference in this prospectus or a prospectus
supplement. We have not authorized anyone to provide you with
different information. We are not making an offer to sell
securities in any jurisdiction where the offer or sale of such
securities is not permitted.
Unless the context clearly indicates otherwise, references in
this prospectus to we, our,
us or like terms refer to Williams Partners L.P. and
its subsidiaries. Unless the context clearly indicates
otherwise, references to we, our,
us or like terms include the operations of Wamsutter
LLC (Wamsutter) and Discovery Producer Services LLC (Discovery),
in which we own interests accounted for as equity investments
that are not consolidated in our financial statements. When we
refer to Wamsutter or Discovery by name, we are referring
exclusively to their respective businesses and operations.
ABOUT
WILLIAMS PARTNERS L.P.
We are a publicly traded Delaware limited partnership formed by
The Williams Companies, Inc. (Williams) in February 2005 to own,
operate and acquire a diversified portfolio of complementary
energy assets. We gather, transport, process and treat natural
gas and fractionate and store natural gas liquids (NGLs).
Fractionation is the process by which a mixed stream of NGLs is
separated into its constituent products, such as ethane, propane
and butane. These NGLs result from natural gas processing and
crude oil refining and are used as petrochemical feedstocks,
heating fuels and gasoline additives, among other applications.
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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. This segment includes a 100% interest in
Williams Four Corners LLC (Four Corners) and ownership interests
in Wamsutter, consisting of (i) 100% of the Class A
limited liability company membership interests and (ii) 68%
of the Class C limited liability company membership
interests (together, the Wamsutter Ownership Interests). Four
Corners owns an approximate 3,800-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. Wamsutter owns an approximate
1,800-mile natural gas gathering system, including a natural gas
processing plant, located in the Washakie Basin in Wyoming. The
Four Corners and Wamsutter assets generate revenues by providing
natural gas gathering, transporting, processing and treating
services to customers under a range of contractual arrangements.
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Gathering and Processing
Gulf. This segment includes our equity investment
in Discovery and the Carbonate Trend gathering pipeline. We own
a 60% interest in Discovery, which is operated by Williams.
Discovery owns an integrated natural gas gathering and
transportation pipeline system extending from offshore in the
Gulf of Mexico to its natural gas processing plant and NGL
fractionator in Louisiana. Our Carbonate Trend gathering
pipeline is a sour gas gathering 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. This segment includes three
integrated NGL storage facilities and a 50% undivided interest
in a NGLs fractionator near Conway, Kansas. These assets
generate revenues by providing stand-alone NGLs 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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Our assets were owned by Williams prior to the initial public
offering of our common units in August 2005, our acquisition of
Four Corners in 2006, our acquisition of an additional 20%
ownership percentage of Discovery in 2007 and our acquisition of
the Wamsutter Ownership Interests in 2007. Williams indirectly
owns an approximate 21.6% limited partnership interest in us and
all of our 2% general partner interest. We account for our
interests in Wamsutter and our 60% interest in Discovery as an
equity investment, and therefore do not consolidate their
financial results.
Williams is an integrated energy company that trades on the New
York Stock Exchange under the symbol WMB. Williams
operates in a number of segments of the energy industry,
including natural gas exploration and production, interstate
natural gas transportation and midstream services. Williams has
been in the midstream natural gas and NGL industry for more than
20 years.
Williams Partners GP LLC, the general partner of Williams
Partners L.P., is an indirect wholly owned subsidiary of
Williams and holds a 2% general partner interest, a 6% limited
partner interest and the incentive distribution rights in
Williams Partners L.P.
Our principal executive offices are located at One Williams
Center, Tulsa, Oklahoma
74172-0172,
and our phone number is
918-573-2000.
THE
SUBSIDIARY GUARANTORS
We are a holding company with no independent assets or
operations. We own a 100% member interest in Williams Partners
Operating LLC, a Delaware limited liability company (Williams
Operating). Williams Operating owns a 100% member interest in
each of Carbonate Trend Pipeline LLC (Carbonate Trend),
Mid-Continent Fractionation and Storage, LLC (Mid-Continent) and
Four Corners.
Occasionally, in this prospectus, we refer to Williams
Operating, Carbonate Trend, Mid-Continent and Four Corners as
the Subsidiary Guarantors. Other than the Subsidiary
Guarantors, our only other consolidated subsidiary is minor. Any
guarantees of our debt securities by the Subsidiary Guarantors
will be full and unconditional and joint and several.
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WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (Exchange Act), and
file reports and other information with the SEC. The public may
read and copy any reports or other information that we file with
the SEC at the SECs public reference room,
100 F Street NE, Washington, D.C.
20549-2521.
The public may obtain information on the operation of the public
reference room by calling the SEC at
1-800-SEC-0330.
Our SEC filings are also available to the public from commercial
document retrieval services and at the website maintained by the
SEC at
http://www.sec.gov.
Unless specifically listed under Incorporation by
Reference below, the information contained on the SEC
website is not intended to be incorporated by reference in this
prospectus and you should not consider that information a part
of this prospectus.
Our SEC filings can also be inspected and copied at the offices
of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005. We will also provide to you, at no cost, a copy
of any document incorporated by reference in this prospectus and
the applicable prospectus supplement and any exhibits
specifically incorporated by reference in those documents. You
may request copies of these filings from us by mail at the
following address, or by telephone at the following telephone
number:
Williams
Partners L.P.
Investor Relations
One Williams Center
Tulsa, Oklahoma
74172-0172
Telephone Number:
(918) 573-2000
You may also inspect our SEC reports on our website at
http://www.williamslp.com.
We make available free of charge on or through our Internet
website our Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act, as soon as
reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. Information contained
on our website is not intended to be incorporated by reference
in this prospectus, and you should not consider that information
a part of this prospectus.
INCORPORATION
BY REFERENCE
We are incorporating by reference into this prospectus
information we have filed with the SEC, which means we are
disclosing important information to you without actually
including the specific information in this prospectus by
referring you to other documents filed separately with the SEC.
The information incorporated by reference is considered part of
this prospectus, unless we update or supersede that information
by the information contained in this prospectus or the
information we file subsequently that is incorporated by
reference into this prospectus or any prospectus supplement.
Information that we later provide to the SEC, and which is
deemed to be filed with the SEC, automatically will
update information previously filed with the SEC, and may
replace information in this prospectus.
We are incorporating by reference in this prospectus the
following documents that we have filed with the SEC:
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Annual Report on
Form 10-K
(File
No. 1-32599)
for the year ended December 31, 2008 (our 2008
10-K);
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Quarterly Reports on
Form 10-Q
(File
No. 1-32599)
for the quarters ended March 31, 2009 and June 30,
2009;
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Our Current Reports on
Form 8-K
filed with the SEC on February 11, 2009, April 20,
2009, and on October 28, 2009, which included our general
partners consolidated balance sheet as of June 30,
2009 and revised certain items of our 2008
10-K, to the
extent applicable, for the retrospective presentation and
disclosure requirements relating to the adoption of new guidance
regarding the application of the two-class method to calculate
earnings per unit for Master Limited Partnerships (Emerging
Issues Task Force Issue No. 07-4) and noncontrolling interests
in consolidated financial statements (Statement of Financial
Accounting Standards No. 160); 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.
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These reports contain important information about us, our
financial condition and our results of operations.
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All documents that we file with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act),
after the date of this prospectus and prior to the termination
of all offerings made pursuant to this prospectus and the
applicable prospectus supplement also will be deemed to be
incorporated herein by reference. Nothing in this prospectus
shall be deemed to incorporate information furnished to but not
filed with the SEC, including 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).
RISK
FACTORS
Limited partner interests are inherently different from the
capital stock of a corporation, although many of the business
risks to which we are subject are similar to those that would be
faced by a corporation engaged in a similar business. Before you
invest in our securities, you should carefully consider those
risk factors included in our most-recent Annual Report on
Form 10-K,
as supplemented by our Quarterly Reports on
Form 10-Q,
that are incorporated herein by reference and those that may be
included in the applicable prospectus supplement, together with
all of the other information included in this prospectus, any
prospectus supplement and the documents we incorporate by
reference in evaluating an investment in our securities.
If any of the risks discussed in the foregoing documents were
actually to occur, our business, financial condition, results of
operations, or cash flow could be materially adversely affected.
In that case, our ability to make distributions to our
unitholders or pay interest on, or the principal of, any debt
securities, may be reduced, the trading price of our securities
could decline and you could lose all or part of your
investment.
FORWARD-LOOKING
STATEMENTS
The information contained or incorporated by reference in this
prospectus includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements relate to anticipated financial
performance, managements plans and objectives for future
operations, business prospects, outcome of regulatory
proceedings, market conditions, and other matters. Words such as
anticipates, believes,
could, continues, estimates,
expects, forecasts, intends,
may, might, objective,
planned, potential,
projects, scheduled, should,
will and other similar expressions identify those
statements that are forward-looking. These statements are based
on managements beliefs and assumptions and on information
currently available to management and include, among others,
statements regarding:
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Amounts and nature of future capital expenditures;
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Expansion and growth of our business and operations;
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Financial condition and liquidity;
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Business strategy;
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Cash flow from operations and results of operations;
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The levels of cash distributions to unitholders;
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Seasonality of certain business segments; and
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Natural gas and natural gas liquids prices and demand.
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Forward-looking statements are based on numerous assumptions,
uncertainties, and risks that could cause future events or
results to be materially different from those stated or implied
in this prospectus. Many of the factors that could adversely
affect our business, results or operations and financial
condition are beyond our ability to control or predict. Specific
factors that could cause actual results to differ from results
contemplated by the forward-looking statements include, among
others, the following:
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Whether we have sufficient cash from operations to enable us to
maintain current levels of cash distributions or 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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Availability of supplies (including the uncertainties inherent
in assessing and estimating future natural gas reserves), market
demand, volatility of prices, and the availability and cost of
capital;
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Inflation, interest rates and general economic conditions
(including the current economic slowdown and the disruption of
global credit markets and the impact of these events on our
customers and suppliers);
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The strength and financial resources of our competitors;
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Development of alternative energy sources;
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The impact of operational and development hazards;
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Costs of, changes in, or the results of laws, government
regulations (including proposed climate change legislation),
environmental liabilities, litigation and rate proceedings;
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Changes in maintenance and construction costs;
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Changes in the current geopolitical situation;
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Our exposure to the credit risks of our customers;
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Risks related to strategy and financing, including restrictions
stemming from our debt agreements, future changes in our credit
ratings and the availability and cost of credit;
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Risks associated with future weather conditions;
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Acts of terrorism; and
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Additional risks described in our filings with the SEC.
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These factors are not all of the factors that could cause our
actual results to differ materially from forward-looking
statements. Additional information about risks and uncertainties
that could cause actual results to differ materially from
forward-looking statements is contained in the documents
incorporated by reference herein, including Item 1A of
Part I, Risk Factors, of our most-recent annual
report on
Form 10-K,
as supplemented by our quarterly reports on
Form 10-Q,
and may be included in the applicable prospectus supplement. You
should not put undue reliance on any forward-looking statements.
The forward-looking statements included in this prospectus, the
applicable prospectus supplement and the documents incorporated
herein and therein by reference are only made as of the date of
such document and, except as required by securities laws, we
undertake no obligation to publicly update forward-looking
statements to reflect subsequent events or circumstances.
USE OF
PROCEEDS
Unless we specify otherwise in any prospectus supplement, we
will use the net proceeds (after the payment of any offering
expenses and underwriting discounts and commissions) from our
sale of securities for general partnership purposes, which may
include, among other things:
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paying or refinancing all or a portion of our indebtedness
outstanding at the time; and
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funding working capital, capital expenditures or acquisitions
(which may consist of acquisitions of discrete assets or
businesses).
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The actual application of proceeds from the sale of any
particular offering of securities using this prospectus will be
described in the applicable prospectus supplement relating to
such offering. The precise amount and timing of the application
of these proceeds will depend upon our funding requirements and
the availability and cost of other funds.
7
RATIO OF
EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for Williams Partners
L.P. for each of the periods indicated is as follows:
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Six Months Ended
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Years Ended December 31,
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June 30,
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2004
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2005
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2006
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2007
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2008
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2009
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Ratio of Earnings to Fixed Charges
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6.23
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11.53
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13.24
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2.41
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4.40
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2.55
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For purposes of calculating the ratio of earnings to fixed
charges:
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earnings is the aggregate of the following
items: pre-tax income or loss from continuing operations before
income or loss from equity investees; plus fixed charges; plus
distributed income of equity investees; less our share of
pre-tax losses of equity investees for which charges arising
from guarantees are included in fixed charges; and less
capitalized interest.
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fixed charges means the sum of the following:
interest expensed and capitalized; amortized premiums, discounts
and capitalized expenses related to indebtedness; an estimate of
the interest within rental expense; and our share of interest
expense from equity investees where the related pre-tax loss has
been included in earnings.
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DESCRIPTION
OF THE DEBT SECURITIES
The following sets forth certain general terms and provisions of
the base indenture under which the debt securities are to be
issued, unless otherwise specified in a prospectus supplement.
The particular terms of the debt securities to be sold will be
set forth in a prospectus supplement relating to such debt
securities.
As used in this description, the words, we,
us and our refer to Williams Partners
L.P. and not to any of its subsidiaries or affiliates.
The debt securities will represent our unsecured general
obligations, unless otherwise provided in the applicable
prospectus supplement. As indicated in the applicable prospectus
supplement, the debt securities will either be senior debt
securities or subordinated debt securities and, if applicable,
will be the general obligations of the Subsidiary Guarantors.
Unless otherwise specified in the applicable prospectus
supplement, the debt securities will be issued under an
indenture to be entered into between us and The Bank of New York
Mellon Trust Company, N.A., as trustee, that has been filed
as an exhibit to the registration statement of which this
prospectus is a part, subject to such amendments or supplemental
indentures as are adopted from time to time. The following
summary of certain provisions of that indenture does not purport
to be complete and is subject to, and qualified in its entirety
by, reference to all the provisions of that indenture, including
the definitions therein of certain terms. Wherever particular
sections or defined terms of the indenture are referred to, it
is intended that such sections or defined terms shall be
incorporated herein by reference. We urge you to read the
indenture filed as an exhibit to the registration statement of
which this prospectus is a part because that indenture, as
amended or supplemented from time to time, and not this
description, governs your rights as a holder of debt securities.
General
The indenture does not limit the amount of debt securities that
may be issued thereunder. The applicable prospectus supplement
with respect to any debt securities will set forth the terms of
the debt securities offered pursuant thereto, including some or
all of the following:
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the title and series of such debt securities;
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any limit upon the aggregate principal amount of such debt
securities of such series;
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whether such debt securities will be in global or other form;
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the date or dates on which principal and any premium on such
debt securities is payable, or the method or methods by which
such date(s) will be determined;
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the interest rate or rates (or method by which such rate will be
determined), if any;
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the dates on which any such interest will be payable and the
method of payment;
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whether and under what circumstances any additional amounts are
payable with respect to such debt securities;
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the notice, if any, to holders of such debt securities regarding
the determination of interest on a floating rate debt security;
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the basis upon which interest on such debt securities shall be
calculated, if other than that of a
360-day year
of twelve
30-day
months;
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if in addition to or other than the Borough of Manhattan, City
of New York, the place or places where the principal of and
premium, interest or additional amounts, if any, on such debt
securities will be payable;
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the terms and conditions upon which such debt securities may be
redeemed at our option;
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any redemption or sinking fund provisions, or the terms of any
repurchase at the option of the holder of the debt securities;
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the denominations of such debt securities, if other than $2,000
and multiples of $1,000 in excess thereof;
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any rights of the holders of such debt securities to convert the
debt securities into other securities or property;
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the terms, if any, on which payment of principal or any premium,
interest or additional amounts on such debt securities will be
payable in a currency other than U.S. dollars;
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the terms, if any, by which the amount of payments of principal
or any premium, interest or additional amounts on such debt
securities may be determined by reference to an index, formula,
financial or economic measure or other methods;
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if other than the principal amount thereof, the portion of the
principal amount of such debt securities that will be payable
upon declaration of acceleration of the maturity thereof;
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any deletions from, modifications of or additions to the events
of default or covenants described herein;
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whether such debt securities will be subject to defeasance or
covenant defeasance;
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the terms, if any, upon which such debt securities are to be
issuable upon the exercise of warrants;
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any trustees other than The Bank of New York Mellon
Trust Company, N.A., and any authenticating or paying
agents, transfer agents or registrars or any other agents with
respect to such debt securities;
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the terms, if any, on which such debt securities will be
subordinate to other debt of ours;
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whether such debt securities will be guaranteed and the terms
thereof;
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whether such debt securities will be secured by collateral and
the terms of such security; and
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any other specific terms of such debt securities and any other
deletions from or additions to or modifications of the indenture
with respect to such debt securities.
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This description of debt securities will be deemed modified,
amended or supplemented by any description of any series of debt
securities set forth in a prospectus supplement related to that
series.
The prospectus supplement may also describe any material United
States federal income tax consequences or other special
considerations regarding the applicable series of debt
securities, including those relating to:
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debt securities with respect to which payments of principal,
premium or interest are determined with reference to an index or
formula, including changes in prices of particular securities,
currencies or commodities;
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debt securities with respect to which principal, premium or
interest is payable in a foreign or composite currency;
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debt securities that are issued at a discount below their stated
principal amount, bearing no interest or interest at a rate that
at the time of issuance is below market rates; and
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variable rate debt securities that are exchangeable for fixed
rate debt securities.
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Debt securities may be presented for exchange, conversion or
transfer in the manner, at the places and subject to the
restrictions set forth in the indenture, as amended or
supplemented, and the applicable prospectus supplement. Such
services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but
subject to the limitations provided in the indenture, as amended
or supplemented.
The indenture does not contain any covenant or other specific
provision affording protection to holders of the debt securities
in the event of a highly leveraged transaction or a change in
control of the Company, except to the limited extent described
below under Consolidation, Merger and Sale of
Assets or as provided in any supplemental indenture.
Guarantees
One or more of our subsidiaries may become a guarantor of a
particular series of debt securities if and to the extent
provided in a prospectus supplement and an indenture supplement
or a resolution of the board of directors of our general partner
and accompanying officers certificate relating to such
series of debt securities. Each of our subsidiaries that becomes
a guarantor of the debt securities of such series, and any of
our subsidiaries that is a successor thereto, will fully,
irrevocably, unconditionally and absolutely guarantee the due
and punctual payment of the principal of, and premium, if any,
and interest on such debt securities, and all other amounts due
and payable under the indenture and such debt securities by us
to the trustee and the holders of such debt securities. The
terms of any such guarantees may provide for their release upon
the occurrence of certain events, such as the debt securities of
a series subject to such guarantees achieving an investment
grade rating.
Modification
and Waiver
The indenture provides we and the trustee may enter into one or
more supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of
the provisions of the indenture or of modifying in any manner
the rights of the holders of debt securities of a series under
the indenture or the debt securities of such series, with the
consent of the holders of a majority (or such greater amount as
is provided for with respect to such series) in principal amount
of the outstanding debt securities of such series, voting as a
single class; provided that no such supplemental indenture may,
without the consent of the holder of each such debt security
affected thereby, among other things:
(a) change the stated maturity of the principal of, or any
premium, interest or additional amounts on, such debt
securities, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest or any
additional amounts thereon, or reduce any premium payable on
redemption thereof or otherwise, or reduce the amount of the
principal of debt securities issued with original issue discount
that would be due and payable upon an acceleration of the
maturity thereof or the amount thereof provable in bankruptcy,
or change the redemption provisions or adversely affect the
right of repayment at the option of the holder, or change the
place of payment or currency in which the principal of, or any
premium, interest or additional amounts with respect to, any
debt security is payable, or impair or affect the right of any
holder of debt securities to institute suit for the payment
after such payment is due;
(b) reduce the percentage of outstanding debt securities of
any series, the consent of the holders of which is required for
any such supplemental indenture, or the consent of whose holders
is required for any waiver or reduce the quorum required for
voting;
(c) modify any of the provisions of the sections of the
indenture relating to supplemental indentures with the consent
of the holders or waivers of past defaults or certain covenants,
except to increase any percentage set forth therein or to
provide that certain other provisions of the indenture cannot be
modified or waived without the consent of each holder affected
thereby; or
10
(d) make any change that adversely affects the right to
convert or exchange any security into or for common units or
other securities, cash or other property in accordance with the
terms of the applicable debt security.
The indenture provides that a supplemental indenture that
changes or eliminates any covenant or other provision of the
indenture that has expressly been included solely for the
benefit of one or more particular series of debt securities, or
that modifies the rights of the holders of such series with
respect to such covenant or other provision, shall be deemed not
to affect the rights under the indenture of the holders of debt
securities of any other series.
The indenture provides that we and the applicable trustee may,
without the consent of the holders of any series of debt
securities issued thereunder, enter into one or more
supplemental indentures for any of the following purposes:
(a) to evidence the succession of another person and the
assumption by any such successor of our covenants in the
indenture and in the debt securities issued thereunder;
(b) to add to our covenants or to surrender any right or
power conferred on us pursuant to the indenture;
(c) to establish the form and terms of debt securities
issued thereunder;
(d) to evidence and provide for a successor trustee under
the indenture with respect to one or more series of debt
securities issued thereunder or to provide for or facilitate the
administration of the trusts under the indenture by more than
one trustee;
(e) to cure any ambiguity, to correct or supplement any
provision in the indenture that may be defective or inconsistent
with any other provision of the indenture or to make any other
provisions with respect to matters or questions arising under
such indenture; provided that no such action pursuant to this
clause (e) shall adversely affect the interests of the
holders of any series of debt securities issued thereunder in
any material respect;
(f) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or
purposes of issue, authentication and delivery of securities
under the indenture;
(g) to add any additional events of default with respect to
all or any series of debt securities;
(h) to supplement any of the provisions of the indenture as
may be necessary to permit or facilitate the defeasance and
discharge of any series of debt securities, provided that such
action does not adversely affect the interests of any holder of
an outstanding debt security of such series or any other
security in any material respect;
(i) to make provisions with respect to the conversion or
exchange rights of holders of debt securities of any series;
(j) to pledge to the trustee as security for the debt
securities of any series any property or assets;
(k) to add guarantees in respect of the debt securities of
one or more series;
(l) to change or eliminate any of the provisions of the
indenture, provided that any such change or elimination will
become effective only when there is no security of any series
outstanding created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision;
(m) to provide for certificated securities in addition to
or in place of global securities;
(n) to qualify the indenture under the Trust Indenture
Act of 1939, as amended;
(o) with respect to the debt securities of any series, to
conform the text of the indenture or the debt securities of such
series to any provision of the description thereof in our
offering memorandum or prospectus relating to the initial
offering of such debt securities, to the extent that such
provision, in our good faith judgment, was intended to be a
verbatim recitation of a provision of the indenture or such
securities; or
11
(p) to make any other change that does not adversely affect
the rights of holders of any series of debt securities issued
thereunder in any material respect.
Events of
Default
Unless otherwise provided in the supplemental indenture or board
resolution and officers certificate establishing the terms
of any series of debt securities and the prospectus supplement
relating to such series, the following will be events of default
under the indenture with respect to each series of debt
securities issued thereunder:
(a) default for 30 days in the payment when due of
interest on, or any additional amount in respect of, any such
series of debt securities;
(b) default in the payment of principal or any premium on
the debt securities of such series when due;
(c) default in the payment, if any, of any sinking fund
installment when and as due by the terms of any debt security of
such series, subject to any cure period that may be specified in
any debt security of such series;
(d) failure by us for 60 days after receipt of written
notice from the trustee upon instruction from holders of at
least 25% in principal amount of the then outstanding debt
securities of such series to comply with any of the other
agreements in the indenture and stating that such notice is a
Notice of Default under the indenture; provided,
that if such failure cannot be remedied within such
60-day
period, such period shall be automatically extended by another
60 days so long as (i) such failure is subject to cure
and (ii) we are using commercially reasonable efforts to
cure such failure; and provided, further, that a failure to
comply with any such other agreement in the indenture that
results from a change in generally accepted accounting
principles shall not be deemed to be an event of default;
(e) certain events of bankruptcy, insolvency or
reorganization of us; and
(f) any other event of default provided in a supplemental
indenture with respect to a particular series of debt
securities, provided that any event of default that results from
a change in generally accepted accounting principles shall not
be deemed to be an event of default.
In case an event of default specified in clause (a) or
(b) above shall occur and be continuing with respect to any
series of debt securities, holders of at least 25%, and in case
an event of default specified in any clause other than clause
(a), (b) or (e) above shall occur and be continuing
with respect to any series of debt securities, holders of at
least a majority, in aggregate principal amount of the debt
securities of such series then outstanding may declare the
principal (or, in the case of discounted debt securities, the
amount specified in the terms thereof) of such series to be due
and payable. If an event of default described in clause (e)
above shall occur and be continuing then the principal amount
(or, in the case of discounted debt securities, the amount
specified in the terms thereof) of all the debt securities
outstanding shall be and become due and payable immediately,
without notice or other action by any holder or the applicable
trustee, to the full extent permitted by law. Any past or
existing default or event of default with respect to particular
series of debt securities under such indenture may be waived by
the holders of a majority in aggregate principal amount of the
outstanding debt securities of such series, except in each case
a continuing default (1) in the payment of the principal
of, any premium or interest on, or any additional amounts with
respect to, any debt security of such series, or (2) in
respect of a covenant or provision which cannot be modified or
amended without the consent of each holder affected thereby.
The indenture provides that the applicable trustee may withhold
notice to the holders of any default with respect to any series
of debt securities (except in payment of principal of or
interest or premium on, or additional amounts or a sinking fund
payment in respect of, the debt securities) if the applicable
trustee considers it in the interest of holders to do so.
The indenture contains a provision entitling the applicable
trustee to be indemnified by the holders before proceeding to
exercise any trust or power under the indenture at the request
of such holders. The indenture provides that the holders of a
majority in aggregate principal amount of the then outstanding
debt securities of any series may direct the time, method and
place of conducting any proceedings for any remedy available to
the applicable trustee or of exercising any trust or power
conferred upon the applicable trustee with respect to the debt
securities of such series; provided, however, that the
applicable trustee may decline to follow any such direction if,
among other
12
reasons, the applicable trustee determines that the actions or
proceedings as directed would be unduly prejudicial to the
holders of the debt securities of such series not joining in
such direction. The right of a holder to institute a proceeding
with respect to a series of debt securities will be subject to
certain conditions precedent including, without limitation, that
in case of an event of default specified in clause (a),
(b) or (e) of the first paragraph above under
Events of Default, holders of at least
25%, or in case of an event of default other than specified in
clause (a), (b) or (e) of the first paragraph above
under Events of Default, holders of at
least a majority, in aggregate principal amount of the debt
securities of such series then outstanding make a written
request upon the applicable trustee to exercise its powers under
such indenture, indemnify the applicable trustee and afford the
applicable trustee reasonable opportunity to act.
Notwithstanding the foregoing, the holder has an absolute right
to receipt of the principal of, premium, if any, and interest on
and additional amounts with respect to the debt securities when
due and to institute suit for the enforcement thereof.
Consolidation,
Merger and Sale of Assets
The indenture provides that we may not directly or indirectly
consolidate with or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or
substantially all of our assets and properties and the assets
and properties of our subsidiaries (taken as a whole) to another
person in one or more related transactions unless we are the
survivor or the successor person is a person organized under the
laws of any domestic jurisdiction and assumes our obligations on
the debt securities issued thereunder, and under the indenture,
and after giving effect thereto no event of default, and no
event that, after notice or lapse of time or both, would become
an event of default, shall have occurred and be continuing, and
certain other conditions are met.
Certain
Covenants
The covenants set forth in the indenture include the following:
Payment of Principal, any Premium, Interest or Additional
Amounts. We will duly and punctually pay the
principal of, and premium and interest on or any additional
amounts payable with respect to, any debt securities of any
series in accordance with their terms.
Maintenance of Office or Agency. We will be
required to maintain an office or agency in each place of
payment for each series of debt securities for notice and demand
purposes and for the purposes of presenting or surrendering debt
securities for payment, registration of transfer or exchange.
Reports. So long as any debt securities of a
particular series are outstanding, we will file with the
trustee, within 30 days after we have filed the same with
the SEC, unless such reports are available on the SECs
Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
filing system (or any successor thereto), copies of the annual
reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may
from time to time by rules and regulations prescribe) which we
may be required to file with the SEC pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if we are not
required to file information, documents or reports pursuant to
either of said Sections, then we shall file with the trustee and
the SEC, in accordance with rules and regulations prescribed
from time to time by the SEC, such of the supplementary and
periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in
such rules and regulations.
Additional Covenants. Any additional covenants
with respect to any series of debt securities will be set forth
in the supplemental indenture or board resolution and
officers certificate and prospectus supplement relating
thereto.
Conversion
Rights
The terms and conditions, if any, upon which the debt securities
of any series are convertible into common units or other
securities will be set forth in the applicable supplemental
indenture or board resolution and officers certificate and
prospectus supplement relating thereto. Such terms will include
the conversion price (or manner of calculation thereof), the
conversion period, provisions as to whether conversion will be
at our option or the option of
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the holders, the events requiring an adjustment of the
conversion price, provisions affecting conversion in the event
of redemption of such debt securities and any restrictions on
conversion.
Redemption;
Repurchase at the Option of the Holder; Sinking Fund
The terms and conditions, if any, upon which (a) the debt
securities of any series are redeemable at our option,
(b) the holder of debt securities of any series may cause
us to repurchase such debt securities or (c) the debt
securities of any series are subject to any sinking fund will be
set forth in the applicable supplemental indenture or board
resolution and officers certificate and prospectus
supplement relating thereto.
Repurchases
on the Open Market
We or any affiliate of ours may at any time or from time to time
repurchase any debt security in the open market or otherwise.
Such debt securities may, at our option or the option of our
relevant affiliate, be held, resold or surrendered to the
trustee for cancellation.
Discharge,
Defeasance and Covenant Defeasance
The indenture provides, with respect to each series of debt
securities issued thereunder, that we may satisfy and discharge
our obligations under the indenture with respect to debt
securities of such series if:
(a) (i) all debt securities of such series previously
authenticated and delivered, with certain exceptions, have been
accepted by the applicable trustee for cancellation; or
(ii) the debt securities of such series have become due and
payable, or mature within one year, or all of them are to be
called for redemption within one year under arrangements
satisfactory to the applicable trustee for giving the notice of
redemption and we irrevocably deposit in trust with the
applicable trustee, as trust funds solely for the benefit of the
holders of such debt securities, for that purpose, money or
governmental obligations or a combination thereof sufficient (in
the opinion of a nationally recognized independent registered
public accounting firm expressed in a written certification
thereof delivered to the applicable trustee) to pay the entire
indebtedness on the debt securities of such series to maturity
or redemption, as the case may be;
(b) we have paid all other sums payable by us under the
indenture; and
(c) we deliver to the applicable trustee an officers
certificate and an opinion of counsel, in each case stating that
all conditions precedent provided for in the indenture relating
to the satisfaction and discharge of the indenture with respect
to the debt securities of such series have been complied with.
Notwithstanding such satisfaction and discharge, our obligations
to compensate and indemnify the trustee, to pay additional
amounts, if any, in respect of debt securities in certain
circumstances and to convert or exchange debt securities
pursuant to the terms thereof and our obligations and the
obligations of the trustee to hold funds in trust and to apply
such funds pursuant to the terms of the indenture, with respect
to issuing temporary debt securities, with respect to the
registration, transfer and exchange of debt securities, with
respect to the replacement of mutilated, destroyed, lost or
stolen debt securities and with respect to the maintenance of an
office or agency for payment, shall in each case survive such
satisfaction and discharge.
Unless inapplicable to debt securities of a series pursuant to
the terms thereof, the indenture provides that (i) we will
be deemed to have paid and will be discharged from any and all
obligations in respect of the debt securities issued thereunder
of any series, and the provisions of such indenture will, except
as noted below, no longer be in effect with respect to the debt
securities of such series (defeasance) and (ii)
(1) we may omit to comply with the covenant under
Consolidation, Merger and Sale of Assets
and any other additional covenants established pursuant to the
terms of such series, and such omission shall be deemed not to
be an event of default under clause (d) or (f) of the
first paragraph of Events of Default and
(2) the occurrence of any event described in
clause (f) of the first paragraph of
Events of Default shall not be deemed to
be an event of default, in each case with respect
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to the outstanding debt securities of such series ((1) and
(2) of this clause (ii), covenant defeasance);
provided that the following conditions shall have been satisfied
with respect to such series:
(a) we have irrevocably deposited in trust with the
applicable trustee, as trust funds solely for the benefit of the
holders of the debt securities of such series, for that purpose,
money or government obligations or a combination thereof
sufficient (in the opinion of a nationally recognized
independent registered public accounting firm expressed in a
written certification thereof delivered to the applicable
trustee) without consideration of any reinvestment to pay and
discharge the principal of, premium, if any, and accrued
interest and additional amounts on the outstanding debt
securities of such series to maturity or earlier redemption
(irrevocably provided for under arrangements satisfactory to the
applicable trustee), as the case may be;
(b) such defeasance or covenant defeasance will not result
in a breach or violation of, or constitute a default under, the
indenture or any other material agreement or instrument to which
we are a party or by which we are bound;
(c) no event of default or event which with notice or lapse
of time would become an event of default with respect to such
debt securities of such series shall have occurred and be
continuing on the date of such deposit;
(d) we shall have delivered to such trustee an opinion of
counsel as described in the indenture to the effect that the
holders of the debt securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to
federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred;
(e) we have delivered to the applicable trustee an
officers certificate and an opinion of counsel, in each
case stating that all conditions precedent provided for in the
indenture relating to the defeasance contemplated have been
complied with;
(f) if the debt securities are to be redeemed prior to
their maturity, notice of such redemption shall have been duly
given or provision therefor satisfactory to the trustee shall
have been made; and
(g) any such defeasance or covenant defeasance shall comply
with any additional or substitute terms provided for by the
terms of the debt securities of such series.
Notwithstanding a defeasance, among other obligations, our
obligations with respect to the following will survive with
respect to the debt securities of such series until otherwise
terminated or discharged under the terms of the indenture:
(a) the rights of holders of outstanding debt securities of
such series to receive payments in respect of the principal of,
interest on or premium or additional amounts, if any, payable in
respect of, such debt securities when such payments are due from
the trust referred in clause (a) in the preceding paragraph
and any rights of such holders to convert or exchange such debt
securities for other securities or property;
(b) the issuance of temporary debt securities, the
registration, transfer and exchange of debt securities, the
replacement of mutilated, destroyed, lost or stolen debt
securities and the maintenance of an office or agency for
payment and holding payments in trust;
(c) the rights, powers, trusts, duties and immunities of
the trustee, and our obligations in connection
therewith; and
(d) the defeasance or covenant defeasance provisions of the
indenture.
Limitation
of Liability
Our unitholders, our general partner and its directors, officers
and members will not be liable for our obligations under the
debt securities, the indenture or the guarantees or for any
claim based on, or in respect of, such obligations. By accepting
a debt security, each holder of that debt security will have
agreed to this provision and waived and released any such
liability on the part of our unitholders, our general partner
and its directors, officers and members. This waiver and release
are part of the consideration for our issuance of the debt
securities. It is the
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view of the SEC that a waiver of liabilities under the federal
securities laws is against public policy and unenforceable.
Applicable
Law
The indenture provides that the debt securities and the
indenture will be governed by and construed in accordance with
the laws of the State of New York.
About the
Trustee
Unless otherwise specified in the applicable prospectus
supplement, The Bank of New York Mellon Trust Company, N.A.
is the trustee under the indenture.
DESCRIPTION
OF THE COMMON UNITS
The
Units
The holders of common units are entitled to participate in
partnership distributions and exercise the rights or privileges
available to limited partners under our partnership agreement.
For a description of the relative rights and preferences of
holders of common units in and to partnership distributions,
please read this section and Provisions of Our Partnership
Agreement Relating to Cash Distributions. For a
description of the rights and privileges of limited partners
under our partnership agreement, including voting rights, please
read The Partnership Agreement.
Transfer
Agent and Registrar
Duties
Computershare Trust Company, N.A. serves as registrar and
transfer agent for the common units. We pay all fees charged by
the transfer agent for transfers of common units, except the
following that must be paid by unitholders:
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surety bond premiums to replace lost or stolen certificates,
taxes and other governmental charges;
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special charges for services requested by a holder of a common
unit; and
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other similar fees or charges.
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There is no charge to unitholders for disbursements of our cash
distributions. We will indemnify the transfer agent against all
claims and losses that may arise out of all actions of the
transfer agent or its agents or subcontractors for their
activities in that capacity, except for any liability due to any
gross negligence or willful misconduct of the transfer agent or
its agents or subcontractors.
Resignation
or Removal
The transfer agent may resign, by notice to us, or be removed by
us. The resignation or removal of the transfer agent will become
effective upon our appointment of a successor transfer agent and
registrar and its acceptance of the appointment. If no successor
has been appointed and has accepted the appointment within
30 days after notice of the resignation or removal, our
general partner may act as the transfer agent and registrar
until a successor is appointed.
Transfer
of Common Units
By transfer of common units or the issuance of common units in a
merger or consolidation in accordance with our partnership
agreement, each transferee of common units will be admitted as a
limited partner with respect to the
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common units transferred when such transfer and admission is
reflected in our books and records. Additionally, each
transferee:
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represents that the transferee has the capacity, power and
authority to enter into our partnership agreement;
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automatically agrees to be bound by the terms and conditions of,
and is deemed to have executed, our partnership
agreement; and
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gives the consents and approvals contained in our partnership
agreement.
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An assignee will become a substituted limited partner of our
partnership for the transferred common units automatically upon
the recording of the transfer on our books and records. Our
general partner will cause any transfers to be recorded on our
books and records no less frequently than quarterly.
We may, at our discretion, treat the nominee holder of a common
unit as the absolute owner. In that case, the beneficial
holders rights are limited solely to those that it has
against the nominee holder as a result of any agreement between
the beneficial owner and the nominee holder.
Common units are securities and are transferable according to
the laws governing transfer of securities. Until a common unit
has been transferred on our books, we and the transfer agent may
treat the record holder of the unit as the absolute owner for
all purposes, except as otherwise required by law or stock
exchange regulations.
Subordinated
Units
On February 19, 2008, following fulfillment of the
financial test contained in the partnership agreement, all of
our outstanding subordinated units converted into common units
on a
one-for-one
basis. As a result, we no longer have any outstanding
subordinated units.
PROVISIONS
OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH
DISTRIBUTIONS
Set forth below is a summary of the significant provisions of
our partnership agreement that relate to cash distributions.
Operating
Surplus and Capital Surplus
General
Our partnership agreement requires that, within 45 days
after the end of each quarter, we distribute all of our
available cash to unitholders of record on the applicable record
date.
Definition
of Available Cash
Available cash generally means, for each fiscal quarter all cash
on hand at the end of the quarter:
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less the amount of cash reserves established by our general
partner to:
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provide for the proper conduct of our business (including
reserves for future capital expenditures and for our anticipated
credit needs);
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comply with applicable law, any of our debt instruments or other
agreements; or
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provide funds for distribution to our unitholders and to our
general partner for any one or more of the next four quarters;
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plus all cash on hand on the date of determination of available
cash for the quarter resulting from working capital borrowings
made after the end of the quarter for which the determination is
being made. Working capital borrowings are generally borrowings
that will be made under our working capital facility with
Williams and in all cases are used solely for working capital
purposes or to pay distributions to partners.
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Wamsutter
Cash Distribution Policy
A substantial portion of our cash available to pay distributions
will be cash we receive as distributions from Wamsutter.
Wamsutters limited liability company agreement, as
amended, provides for the distribution of available cash at
least quarterly, with available cash defined to mean, for each
fiscal quarter, cash generated from Wamsutters business
less reserves that are necessary or appropriate to provide for
the conduct of its business and to comply with applicable law or
any debt instrument or other agreement to which it is a party.
Under Wamsutters limited liability company agreement, the
amount of Wamsutters quarterly distributions, including
the amount of cash reserves not distributed, will be determined
by the member of Wamsutters management committee
representing the Class B Interests. We own 100% of the
Class A interests in Wamsutter and 68% of the Class C
interests in Wamsutter, and an affiliate of Williams owns 100%
of the Class B interests in Wamsutter and the remaining 32%
of the Class C interests. Wamsutters limited
liability agreement may only be amended with the unanimous
approval of all its members.
Discoverys
Cash Distribution Policy
A significant portion of our cash available to pay distributions
is cash we receive as distributions from Discovery. As in our
partnership agreement, Discoverys limited liability
company agreement, as amended, provides for the distribution of
available cash on a quarterly basis, with available cash defined
to mean, for each fiscal quarter, cash generated from
Discoverys business less reserves that are necessary or
appropriate to provide for the conduct of its business and to
comply with applicable law or any debt instrument or other
agreement to which it is a party. Under Discoverys limited
liability company agreement, the amount of Discoverys
quarterly distributions, including the amount of cash reserves
not distributed, is determined by the members of
Discoverys management committee representing a
majority-in-interest
in Discovery. We own a 60% interest in Discovery.
Discoverys limited liability agreement may only be amended
with the unanimous approval of all its members.
Definition
of Operating Surplus
Operating surplus for any period generally means:
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our cash balance on the closing date of our initial public
offering of $12.8 million, which excluded
$24.4 million retained from the proceeds of our initial
public offering to make a capital contribution to Discovery to
fund an escrow account required in connection with the Tahiti
pipeline lateral expansion project; plus
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$10.0 million; plus
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all of our cash receipts after the closing of our initial public
offering, excluding (1) cash from borrowings that are not
working capital borrowings, (2) sales of equity and debt
securities and (3) sales or other dispositions of assets
outside the ordinary course of business; plus
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working capital borrowings made after the end of a quarter but
before the date of determination of operating surplus for the
quarter; less
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all of our operating expenditures after the closing of our
initial public offering (including the repayment of working
capital borrowings, but not the repayment of other borrowings)
and maintenance capital expenditures (including capital
contributions to Wamsutter and Discovery to be used for their
respective maintenance capital expenditures); less
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the amount of cash reserves established by our general partner
for future operating expenditures.
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Because operating surplus is a cash accounting concept, the
benefit that we receive from the partial credit for general and
administrative expenses and other reimbursements we receive from
Williams under the omnibus agreement will be part of our
operating surplus.
As described above, operating surplus does not reflect actual
cash on hand that is available for distribution to our
unitholders. For example, it includes a provision that will
enable us, if we choose, to distribute as operating
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surplus up to $22.8 million of cash we receive in the
future from non-operating sources, such as asset sales,
issuances of securities, and long-term borrowings, that would
otherwise be distributed as capital surplus.
We define operating expenditures in our partnership agreement,
and it generally means all of our expenditures, including, but
not limited to, taxes, reimbursement of expenses incurred by our
general partner on our behalf, repayments of working capital
borrowings, debt service payments and capital expenditures
(except as provided in the second bullet below), provided that
operating expenditures will not include:
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payments (including prepayments and prepayment penalties) of
principal of and premium on indebtedness, other than working
capital borrowings;
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capital expenditures made for acquisitions or capital
improvements;
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payment of transaction expenses relating to interim capital
transactions (as defined below); and
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distributions to our partners (including distributions in
respect of incentive distribution rights).
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Capital expenditures that are operating expenses, which we also
refer to as maintenance capital expenditures, are made to
replace partially or fully depreciated assets, to maintain the
existing operating capacity of our assets and to extend their
useful lives, or other capital expenditures that are incurred in
maintaining existing system volumes or our asset base. Capital
expenditures made for acquisitions or capital improvements,
which we also refer to as expansion capital expenditures, are
made to increase operating capacity, revenues or cash flow from
operations, whether through construction, acquisition,
replacement or improvement. Expansion capital expenditures
include contributions made by us to an entity in which we have
an equity interest to be used by it for acquisitions or capital
improvements. Pursuant to our partnership agreement, capital
expenditures that are made in part for maintenance capital
purposes and in part for expansion capital purposes will be
allocated by our general partner, with the concurrence of our
conflicts committee.
Definition
of Capital Surplus
We also define capital surplus in our partnership agreement, and
it will generally be generated only by the following, which we
call interim capital transactions:
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borrowings other than working capital borrowings;
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sales of debt and equity securities; and
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sales or other disposition of assets for cash, other than
inventory, accounts receivable and other current assets sold in
the ordinary course of business or non-current assets sold as
part of normal retirements or replacements of assets.
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Characterization
of Cash Distributions
We will treat all available cash distributed as coming from
operating surplus until the sum of all available cash
distributed since we began operations equals the operating
surplus as of the most recent date of determination of available
cash. We will treat any amount distributed in excess of
operating surplus, regardless of its source, as capital surplus.
We do not anticipate that we will make any distributions from
capital surplus.
Distributions
of Available Cash from Operating Surplus
We will make distributions of available cash from operating
surplus for any quarter in the following manner:
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first, 98% to all unitholders, pro rata, and 2% to our
general partner, until we distribute for each outstanding unit
an amount equal to the minimum quarterly distribution for that
quarter; and
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thereafter, in the manner described in
Incentive Distribution Rights below.
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The preceding discussion is based on the assumptions that our
general partner maintains its 2% general partner interest and
that we do not issue additional classes of equity securities.
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Incentive
Distribution Rights
Incentive distribution rights represent the right to receive an
increasing percentage of quarterly distributions of available
cash from operating surplus after the minimum quarterly
distribution and the target distribution levels have been
achieved. Our general partner currently holds the incentive
distribution rights, but may transfer these rights separately
from its general partner interest, subject to restrictions in
the partnership agreement.
If for any quarter:
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we have distributed available cash from operating surplus to the
common unitholders in an amount equal to the minimum quarterly
distribution; and
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we have distributed available cash from operating surplus on
outstanding common units in an amount necessary to eliminate any
cumulative arrearages in payment of the minimum quarterly
distribution;
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then, subject to the amendments to our partnership agreement
described below, we will distribute any additional available
cash from operating surplus for that quarter among the
unitholders and our general partner in the following manner:
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first, 98% to all unitholders, pro rata, and 2% to our
general partner, until each unitholder receives a total of
$0.4025 per unit for that quarter (the first target
distribution);
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second, 85% to all unitholders, pro rata, and 15% to our
general partner, until each unitholder receives a total of
$0.4375 per unit for that quarter (the second target
distribution);
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third, 75% to all unitholders, pro rata, and 25% to our
general partner, until each unitholder receives a total of
$0.5250 per unit for that quarter (the third target
distribution); and
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thereafter, 50% to all unitholders, pro rata, and 50% to
our general partner.
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In each case, the amount of the target distribution set forth
above is exclusive of any distributions to common unitholders to
eliminate any cumulative arrearages in payment of the minimum
quarterly distribution. The percentage interests set forth above
for our general partner assumes that our general partner
maintains its 2% general partner interest, that our general
partner has not transferred the incentive distribution rights
and that we do not issue additional classes of equity securities.
On April 16, 2009, we amended our partnership agreement to
eliminate any distributions of available cash to our general
partner, as the holder of the incentive distribution rights,
with respect to each quarter ending in 2009. Accordingly, for
2009, the pro rata percentage of available cash from operating
surplus that has been, or will be, distributed to our general
partner under each of the second, third and fourth bullets above
is 2%.
Percentage
Allocations of Available Cash from Operating Surplus
The following table illustrates the percentage allocations of
the additional available cash from operating surplus among the
unitholders and our general partner up to the various target
distribution levels. The amounts set forth under Marginal
Percentage Interest in Distributions are the percentage
interests of the unitholders and our general partner in any
available cash from operating surplus we distribute up to and
including the corresponding amount in the column Total
Quarterly Distribution Target Amount, until available cash
from operating surplus we distribute reaches the next target
distribution level, if any. The percentage interests shown for
the unitholders and our general partner for the minimum
quarterly distribution are also applicable to quarterly
distribution amounts that are less than the minimum quarterly
distribution. The percentage interests set forth below for our
general partner include its 2% general partner interest and
assume our general partner has contributed additional capital to
maintain
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its 2% general partner interest, that our general partner has
not transferred the incentive distribution rights and that we do
not issue additional classes of equity securities.
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Marginal Percentage
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Total Quarterly
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Interest in Distributions
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Distribution Target Amount
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Unitholders
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General Partner
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Minimum Quarterly Distribution
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$0.3500
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98
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%
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2
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%
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First Target Distribution
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up to $0.4025
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98
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%
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2
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%
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Second Target Distribution
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above $0.4025 up to $0.4375
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85
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%
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15
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%
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Third Target Distribution
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above $0.4375 up to $0.5250
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75
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%
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25
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%
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Thereafter
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above $0.5250
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50
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%
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50
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%
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Distributions
from Capital Surplus
How
Distributions from Capital Surplus Will Be Made
We will make distributions of available cash from capital
surplus, if any, in the following manner:
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first, 98% to all unitholders, pro rata, and 2% to our
general partner, until we distribute for each common unit that
was issued in our initial public offering, an amount of
available cash from capital surplus equal to the initial public
offering price;
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second, 98% to the common unitholders, pro rata, and 2%
to our general partner, until we distribute for each common
unit, an amount of available cash from capital surplus equal to
any unpaid arrearages in payment of the minimum quarterly
distribution on the common units; and
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thereafter, we will make all distributions of available
cash from capital surplus as if they were from operating surplus.
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The preceding discussion is based on the assumption that our
general partner maintains its 2% general partner interest and
that we do not issue additional classes of equity securities.
Effect
of a Distribution from Capital Surplus
The partnership agreement treats a distribution of capital
surplus as the repayment of the initial unit price from our
initial public offering, which is a return of capital. The
initial public offering price less any distributions of capital
surplus per unit is referred to as the unrecovered initial
unit price. Each time a distribution of capital surplus is
made, the minimum quarterly distribution and the target
distribution levels will be reduced in the same proportion as
the corresponding reduction in the unrecovered initial unit
price. Because distributions of capital surplus will reduce the
minimum quarterly distribution, after any of these distributions
are made it may be easier for our general partner to receive
incentive distributions. However, any distribution of capital
surplus before the unrecovered initial unit price is reduced to
zero cannot be applied to the payment of the minimum quarterly
distribution or any arrearages.
Once we distribute capital surplus on a unit in an amount equal
to the initial unit price, we will reduce the minimum quarterly
distribution and the target distribution levels to zero. We will
then make all future distributions from operating surplus, with
50% being paid to the holders of units and 50% to our general
partner. The percentage interests shown for our general partner
assume that our general partner maintains its 2% general partner
interest, that our general partner has not transferred the
incentive distribution rights and that we do not issue
additional classes of equity securities.
Adjustment
to the Minimum Quarterly Distribution and Target Distribution
Levels
In addition to adjusting the minimum quarterly distribution and
target distribution levels to reflect a distribution of capital
surplus, if we combine our units into fewer units or subdivide
our units into a greater number of units, we will
proportionately adjust:
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the minimum quarterly distribution;
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the target distribution levels; and
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the unrecovered initial unit price.
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For example, if a
two-for-one
split of the common units should occur, the minimum quarterly
distribution, the target distribution levels and the unrecovered
initial unit price would each be reduced to 50% of its initial
level. We will not make any adjustment by reason of the issuance
of additional units for cash or property.
In addition, if legislation is enacted or if existing law is
modified or interpreted by a governmental taxing authority so
that we become taxable as a corporation or otherwise subject to
taxation as an entity for federal, state or local income tax
purposes, we will reduce the minimum quarterly distribution and
the target distribution levels for each quarter by multiplying
each distribution level by a fraction, the numerator of which is
available cash for that quarter and the denominator of which is
the sum of available cash for that quarter plus our general
partners estimate of our aggregate liability for the
quarter for such income taxes payable by reason of such
legislation or interpretation. To the extent that the actual tax
liability differs from the estimated tax liability for any
quarter, the difference will be accounted for in subsequent
quarters.
Distributions
of Cash Upon Liquidation
Overview
If we dissolve in accordance with the partnership agreement, we
will sell or otherwise dispose of our assets in a process called
liquidation. We will first apply the proceeds of liquidation to
the payment of our creditors. We will distribute any remaining
proceeds to the 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 in liquidation.
Manner
of Adjustments for Gain
The manner of the adjustment for gain is set forth in the
partnership agreement. If we liquidate, we will allocate any
gain to the partners in the following manner:
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first, to our general partner and the holders of units
who have negative balances in their capital accounts to the
extent of and in proportion to those negative balances;
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second, 98% to the common unitholders, pro rata, and 2%
to our general partner, until the capital account for each
common unit is equal to the sum of:
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(1) the unrecovered initial unit price for that common
unit; and
(2) the amount of the minimum quarterly distribution for
the quarter during which our liquidation occurs;
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third, 98% to all unitholders, pro rata, and 2% to our
general partner, until we allocate under this paragraph an
amount per unit equal to:
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(1) the sum of the excess of the first target distribution
per unit over the minimum quarterly distribution per unit for
each quarter of our existence; less
(2) the cumulative amount per unit of any distributions of
available cash from operating surplus in excess of the minimum
quarterly distribution per unit that we distributed 98% to the
unitholders, pro rata, and 2% to our general partner, for each
quarter of our existence;
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fourth, 85% to all unitholders, pro rata, and 15% to our
general partner, until we allocate under this paragraph an
amount per unit equal to:
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(1) the sum of the excess of the second target distribution
per unit over the first target distribution per unit for each
quarter of our existence; less
(2) the cumulative amount per unit of any distributions of
available cash from operating surplus in excess of the first
target distribution per unit that we distributed 85% to the
unitholders, pro rata, and 15% to our general partner for each
quarter of our existence;
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fifth, 75% to all unitholders, pro rata, and 25% to our
general partner, until we allocate under this paragraph an
amount per unit equal to:
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(1) the sum of the excess of the third target distribution
per unit over the second target distribution per unit for each
quarter of our existence; less
(2) the cumulative amount per unit of any distributions of
available cash from operating surplus in excess of the second
target distribution per unit that we distributed 75% to the
unitholders, pro rata, and 25% to our general partner for each
quarter of our existence; and
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thereafter, 50% to all unitholders, pro rata, and 50% to
our general partner.
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The percentage interests set forth above for our general partner
assume that our general partner maintains its 2% general partner
interest, that our general partner has not transferred the
incentive distribution rights and that we do not issue
additional classes of equity securities.
Manner
of Adjustments for Losses
If we liquidate, we will generally allocate any loss to our
general partner and the unitholders in the following manner:
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first, 98% to the holders of common units in proportion
to the positive balances in their capital accounts and 2% to our
general partner, until the capital accounts of the common
unitholders have been reduced to zero; and
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thereafter, 100% to our general partner.
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The percentage interests set forth above for our general partner
assume that our general partner maintains its 2% general partner
interest, that our general partner has not transferred the
incentive distribution rights and that we do not issue
additional classes of equity securities.
Adjustments
to Capital Accounts
We will make adjustments to capital accounts upon the issuance
of additional units. In doing so, we will allocate any
unrealized and, for tax purposes, unrecognized gain or loss
resulting from the adjustments to the unitholders and our
general partner in the same manner as we allocate gain or loss
upon liquidation. In the event that we make positive adjustments
to the capital accounts upon the issuance of additional units,
we will allocate any later negative adjustments to the capital
accounts resulting from the issuance of additional units or upon
our liquidation in a manner which results, to the extent
possible, in our general partners capital account balances
equaling the amount which they would have been if no earlier
positive adjustments to the capital accounts had been made.
THE
PARTNERSHIP AGREEMENT
The following is a summary of the material provisions of our
partnership agreement. Our partnership agreement is incorporated
by reference as an exhibit to the registration statement of
which this prospectus constitutes a part. We will provide
prospective investors with a copy of this agreement upon request
at no charge.
We summarize the following provisions of our partnership
agreement elsewhere in this prospectus:
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with regard to distributions of available cash, please read
Provisions of Our Partnership Agreement Relating to Cash
Distributions;
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with regard to the transfer of common units, please read
Description of the Common Units Transfer of
Common Units; and
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with regard to allocations of taxable income and taxable loss,
please read Material Tax Considerations.
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Organization
and Duration
We were organized on February 28, 2005 and have a perpetual
existence.
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Purpose
Our purpose under the partnership agreement is limited to
serving as the sole member of our operating company and engaging
in any business activities that may be engaged in by our
operating company and its subsidiaries or that are approved by
our general partner. The limited liability company agreement of
our operating company provides that it may, directly or
indirectly, engage in:
(1) its operations as conducted immediately before our
initial public offering;
(2) any other activity approved by our general partner but
only to the extent that our general partner determines that, as
of the date of the acquisition or commencement of the activity,
the activity generates qualifying income as this
term is defined in Section 7704 of the Internal Revenue
Code; or
(3) any activity that enhances the operations of an
activity that is described in (1) or (2) above.
Although our general partner has the ability to cause us, our
operating company or its subsidiaries to engage in activities
other than gathering, transporting, processing, and treating
natural gas and the fractionating and storing of NGLs, our
general partner has no current plans to do so and may decline to
do so free of any fiduciary duty or obligation whatsoever to us
or the limited partners, including any duty to act in good faith
or in the best interests of us or the limited partners. Our
general partner is authorized in general to perform all acts it
determines to be necessary or appropriate to carry out our
purposes and to conduct our business.
Power of
Attorney
Each limited partner and each person who acquires a unit from a
unitholder, by accepting the common unit, automatically grants
to our general partner and, if appointed, a liquidator, a power
of attorney to, among other things, execute and file documents
required for our qualification, continuance or dissolution. The
power of attorney also grants our general partner the authority
to amend, and to make consents and waivers under, our
partnership agreement. Please read Amendment
of the Partnership Agreement below.
Capital
Contributions
Unitholders are not obligated to make additional capital
contributions, except as described below under
Limited Liability.
Limited
Liability
Participation
in the Control of Our Partnership
Assuming that a limited partner does not participate in the
control of our business within the meaning of the Delaware Act
and that he otherwise acts in conformity with the provisions of
our partnership agreement, his liability under the Delaware Act
will be limited, subject to possible exceptions, to the amount
of capital he is obligated to contribute to us for his common
units plus his share of any undistributed profits and assets. If
it were determined, however, that the right, or exercise of the
right, by the limited partners as a group:
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to remove or replace our general partner;
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to approve some amendments to our partnership agreement; or
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to take other action under our partnership agreement;
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constituted participation in the control of our
business for the purposes of the Delaware Act, then the limited
partners could be held personally liable for our obligations
under the laws of Delaware, to the same extent as our general
partner. This liability would extend to persons who transact
business with us who reasonably believe that the limited partner
is a general partner. Neither our partnership agreement nor the
Delaware Act specifically provides for legal recourse against
our general partner if a limited partner were to lose limited
liability through any fault of our general partner. While this
does not mean that a limited partner could not seek legal
recourse, we know of no precedent for such a claim in Delaware
case law.
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Unlawful
Partnership Distribution
Under the Delaware Act, a limited partnership may not make a
distribution to a partner if, after the distribution, all
liabilities of the limited partnership, other than liabilities
to partners on account of their partnership interests and
liabilities for which the recourse of creditors is limited to
specific property of the partnership, would exceed the fair
value of the assets of the limited partnership. For the purpose
of determining the fair value of the assets of a limited
partnership, the Delaware Act provides that the fair value of
property subject to liability for which recourse of creditors is
limited shall be included in the assets of the limited
partnership only to the extent that the fair value of that
property exceeds the nonrecourse liability. The Delaware Act
provides that a limited partner who receives a distribution and
knew at the time of the distribution that the distribution was
in violation of the Delaware Act shall be liable to the limited
partnership for the amount of the distribution for three years.
Under the Delaware Act, a substituted limited partner of a
limited partnership is liable for the obligations of his
assignor to make contributions to the partnership, except that
such person is not obligated for liabilities unknown to him at
the time he became a limited partner and that could not be
ascertained from the partnership agreement.
Failure
to Comply with the Limited Liability Provisions of Jurisdictions
in Which We Do Business
Our subsidiaries may be deemed to conduct business in Kansas,
Louisiana, Alabama, Colorado, New Mexico, and Wyoming. Our
subsidiaries may conduct business in other states in the future.
Maintenance of our limited liability may require compliance with
legal requirements in the jurisdictions in which the operating
company conducts business, including qualifying our subsidiaries
to do business there. Limitations on the liability of limited
partners for the obligations of a limited partnership have not
been clearly established in many jurisdictions. If, by virtue of
our membership interest in our operating company or otherwise,
it were determined that we were conducting business in any state
without compliance with the applicable limited partnership or
limited liability company statute, or that the right or exercise
of the right by the limited partners as a group to remove or
replace our general partner, to approve some amendments to our
partnership agreement, or to take other action under the
partnership agreement constituted participation in the
control of our business for purposes of the statutes of
any relevant jurisdiction, then the limited partners could be
held personally liable for our obligations under the law of that
jurisdiction to the same extent as our general partner under the
circumstances. We will operate in a manner that our general
partner considers reasonable and necessary or appropriate to
preserve the limited liability of the limited partners.
Voting
Rights
The following matters require the unitholder vote specified
below. Matters requiring the approval of a unit
majority require the approval of a majority of the common
units.
In voting their common units, our general partner and its
affiliates have no fiduciary duty or obligation whatsoever to us
or the limited partners, including any duty to act in good faith
or in the best interests of us and the limited partners.
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Issuance of additional units |
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No approval right. |
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Amendment of the partnership agreement |
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Certain amendments may be made by our general partner without
the approval of the unitholders. Other amendments generally
require the approval of a unit majority. Please read
Amendment of the Partnership Agreement. |
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Merger of our partnership or the sale of all or substantially
all of our assets |
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Unit majority. Please read Merger, Sale or
Other Disposition of Assets. |
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Amendment of the limited liability company agreement of the
operating company and other action taken by us as the sole
member of our operating company |
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Unit majority if such amendment or other action would adversely
affect our limited partners (or any particular class of limited
partners) in any material respect. Please read
Amendment of the Partnership
Agreement Action Relating to the Operating
Company. |
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Dissolution of our partnership |
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Unit majority. Please read Termination and
Dissolution. |
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Continuation of our partnership upon dissolution |
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Unit majority. Please read Termination and
Dissolution. |
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Withdrawal of our general partner |
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Under most circumstances, the approval of a majority of the
common units, excluding common units held by our general partner
and its affiliates, is required for the withdrawal of our
general partner prior to June 30, 2015 in a manner which
would cause a dissolution of our partnership. Please read
Withdrawal or Removal of Our General
Partner. |
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Removal of our general partner |
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Not less than
662/3%
of the outstanding units, voting as a single class, including
units held by our general partner and its affiliates. Please
read Withdrawal or Removal of Our
General Partner. |
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Transfer of the general partner interest |
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Our general partner may transfer all, but not less than all, of
the general partner interest in us without a vote of our
unitholders to an affiliate or another person in connection with
its merger or consolidation with or into, or sale of all or
substantially all of its assets to, such person. The approval of
a majority of the common units, excluding common units held by
our general partner and its affiliates, is required in other
circumstances for a transfer of the general partner interest to
a third party prior to June 30, 2015. Please read
Transfer of General Partner Interest. |
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Transfer of incentive distribution rights |
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Except for transfers to an affiliate or another person as part
of our general partners merger or consolidation with or
into, or sale of all or substantially all of its assets to, or
sale of all or substantially all of its equity interest to, such
person, the approval of a majority of the common units,
excluding common units held by our general partner and its
affiliates, is required in most circumstances for a transfer of
the incentive distribution rights to a third party prior to
June 30, 2015. Please read Transfer of
Incentive Distribution Rights. |
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Transfer of ownership interests in our general partner |
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No approval required at any time. Please read
Transfer of Ownership Interests in Our General
Partner. |
Issuance
of Additional Securities
Our partnership agreement authorizes us to issue an unlimited
number of additional partnership securities and rights to buy
partnership securities, subject to the limitations imposed by
the New York Stock Exchange, for the consideration and on the
terms and conditions determined by our general partner without
the approval of the unitholders.
It is possible that we will fund acquisitions through the
issuance of additional common units or other equity securities.
Holders of any additional common units we issue will be entitled
to share equally with the then-existing holders of common units
in our distributions of available cash. In addition, the
issuance of additional partnership interests may dilute the
value of the interests of the then-existing holders of common
units in our net assets.
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In accordance with Delaware law and the provisions of our
partnership agreement, we may also issue additional partnership
securities that, as determined by our general partner, may have
special voting rights to which the common units are not
entitled. In addition, our partnership agreement does not
prohibit the issuance by our subsidiaries of equity securities,
which may effectively rank senior to our common units.
Upon issuance of additional partnership securities, our general
partner will have the right, but not the obligation, to make
additional capital contributions to the extent necessary to
maintain its 2% general partner interest in us. Our general
partners 2% interest in us will be reduced if we issue
additional units in the future and our general partner does not
contribute a proportionate amount of capital to us to maintain
its 2% general partner interest. Moreover, our general partner
will have the right, which it may from time to time assign in
whole or in part to any of its affiliates, to purchase common
units or other equity securities whenever, and on the same terms
that, we issue those securities to persons other than our
general partner and its affiliates, to the extent necessary to
maintain its and its affiliates percentage interest,
including its interest represented by common units that existed
immediately prior to each issuance. The holders of common units
will not have preemptive rights to acquire additional common
units or other partnership securities.
Amendment
of the Partnership Agreement
General
Amendments to our partnership agreement may be proposed only by
or with the consent of our general partner. However, our general
partner will have no duty or obligation to propose any amendment
and may decline to do so free of any fiduciary duty or
obligation whatsoever to us or the limited partners, including
any duty to act in good faith or in the best interests of us or
the limited partners. In order to adopt a proposed amendment,
other than the amendments discussed below, our general partner
must seek written approval of the holders of the number of units
required to approve the amendment or call a meeting of the
limited partners to consider and vote upon the proposed
amendment. Except as described below, an amendment must be
approved by a unit majority.
Prohibited
Amendments
No amendment may be made that would:
(1) enlarge the obligations of any limited partner without
its consent, unless approved by at least a majority of the type
or class of limited partner interests so affected; or
(2) enlarge the obligations of, restrict in any way any
action by or rights of, or reduce in any way the amounts
distributable, reimbursable or otherwise payable by us to our
general partner or any of its affiliates without the consent of
our general partner, which may be given or withheld at its
option.
The provision of our partnership agreement preventing the
amendments having the effects described in clauses (1) or
(2) above can be amended upon the approval of the holders
of at least 90% of the outstanding units voting together as a
single class (including units owned by our general partner and
its affiliates). As of October 28, 2009, our general
partner and its affiliates owned approximately 21.6% of the
outstanding units.
No
Unitholder Approval
Our general partner may generally make amendments to our
partnership agreement without the approval of any limited
partner to reflect:
(1) a change in our name, the location of our principal
place of business, our registered agent or our registered office;
(2) the admission, substitution, withdrawal or removal of
partners in accordance with our partnership agreement;
(3) a change that our general partner determines to be
necessary or appropriate for us to qualify or to continue our
qualification as a limited partnership or a partnership in which
the limited partners have limited liability under the laws of
any state or to ensure that neither we, the operating company
nor its subsidiaries will
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be treated as an association taxable as a corporation or
otherwise taxed as an entity for federal income tax purposes;
(4) an amendment that is necessary, in the opinion of our
counsel, to prevent us or our general partner or its directors,
officers, agents, or trustees from in any manner being subjected
to the provisions of the Investment Company Act of 1940, the
Investment Advisors Act of 1940 or plan asset
regulations adopted under ERISA whether or not substantially
similar to plan asset regulations currently applied or proposed;
(5) subject to the limitations on the issuance of
additional partnership securities described above, an amendment
that our general partner determines to be necessary or
appropriate for the authorization of additional partnership
securities or rights to acquire partnership securities;
(6) any amendment expressly permitted in our partnership
agreement to be made by our general partner acting alone;
(7) an amendment effected, necessitated or contemplated by
a merger agreement that has been approved under the terms of our
partnership agreement;
(8) any amendment that our general partner determines to be
necessary or appropriate for the formation by us of, or our
investment in, any corporation, partnership or other entity, as
otherwise permitted by our partnership agreement;
(9) a change in our fiscal year or taxable year and related
changes;
(10) certain mergers or conveyances as set forth in our
partnership agreement; or
(11) any other amendments substantially similar to any of
the matters described in clauses (1) through
(10) above.
In addition, our general partner may make amendments to our
partnership agreement without the approval of any limited
partner if our general partner determines that those amendments:
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do not adversely affect the limited partners (or any particular
class of limited partners) in any material respect;
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are necessary or appropriate to satisfy any requirements,
conditions or guidelines contained in any opinion, directive,
order, ruling or regulation of any federal or state agency or
judicial authority or contained in any federal or state statute;
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are necessary or appropriate to facilitate the trading of
limited partner interests or to comply with any rule,
regulation, guideline or requirement of any securities exchange
on which the limited partner interests are or will be listed for
trading;
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are necessary or appropriate for any action taken by our general
partner relating to splits or combinations of units under the
provisions of our partnership agreement; or
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are required to effect the intent of the provisions of the
partnership agreement or are otherwise contemplated by our
partnership agreement.
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Opinion
of Counsel and Unitholder Approval
Our general partner will not be required to obtain an opinion of
counsel that an amendment will not result in a loss of limited
liability to the limited partners or result in our being taxed
as an entity for federal income tax purposes in connection with
any of the amendments described above under No
Unitholder Approval. No other amendments to our
partnership agreement will become effective without the approval
of holders of at least 90% of the outstanding units voting as a
single class unless we obtain an opinion of counsel to the
effect that the amendment will not affect the limited liability
under applicable law of any of our limited partners.
In addition to the above restrictions, any amendment that would
have a material adverse effect on the rights or preferences of
any type or class of outstanding units in relation to other
classes of units will require the approval of at least a
majority of the type or class of units so affected. Any
amendment that reduces the voting percentage required
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to take any action must be approved by the affirmative vote of
limited partners whose aggregate outstanding units constitute
not less than the voting requirement sought to be reduced.
Action
Relating to the Operating Company
Without the approval of the holders of units representing a unit
majority, our general partner is prohibited from consenting on
our behalf, as the sole member of the operating company, to any
amendment to the limited liability company agreement of the
operating company or taking any action on our behalf permitted
to be taken by a member of the operating company, in each case,
that would adversely affect our limited partners (or any
particular class of limited partners) in any material respect.
Merger,
Sale or Other Disposition of Assets
A merger or consolidation of us requires the consent of our
general partner. However, our general partner will have no duty
or obligation to consent to any merger or consolidation and may
decline to do so free of any fiduciary duty or obligation
whatsoever to us or the limited partners, including any duty to
act in good faith or in the best interests of us or the limited
partners. In addition, the partnership agreement generally
prohibits our general partner, without the prior approval of the
holders of units representing a unit majority, from causing us
to, among other things, sell, exchange or otherwise dispose of
all or substantially all of our assets in a single transaction
or a series of related transactions, including by way of merger,
consolidation or other combination, or approving on our behalf
the sale, exchange or other disposition of all or substantially
all of the assets of our subsidiaries. Our general partner may,
however, mortgage, pledge, hypothecate or grant a security
interest in all or substantially all of our assets without that
approval. Our general partner may also sell all or substantially
all of our assets under a foreclosure or other realization upon
those encumbrances without that approval. Finally, our general
partner may consummate any merger or consolidation without the
prior approval of our unitholders if our general partner has
received an opinion of counsel that the merger or consolidation,
as the case may be, would not result in the loss of the limited
liability of to the limited partners or result in our being
taxed as an entity for federal income tax purposes, we are the
surviving entity in the transaction, the transaction would not
result in an amendment to our partnership agreement that the
could not otherwise be adopted solely by our general partner,
each of our units will be an identical unit of our partnership
following the transaction, and the units to be issued do not
exceed 20% of our outstanding units immediately prior to the
transaction.
If the conditions specified in our partnership agreement are
satisfied, our general partner may convert us or any of our
subsidiaries into a new limited liability entity or merge us or
any of our subsidiaries into, or convey some or all of our
assets to, a newly formed entity if the sole purpose of that
merger or conveyance is to effect a mere change in our legal
form into another limited liability entity. The unitholders are
not entitled to dissenters rights of appraisal under our
partnership agreement or applicable Delaware law in the event of
a conversion, merger or consolidation, a sale of substantially
all of our assets or any other transaction or event.
Termination
and Dissolution
We will continue as a limited partnership until terminated under
our partnership agreement. We will dissolve upon:
(1) the election of our general partner to dissolve us, if
approved by the holders of units representing a unit majority;
(2) the entry of a decree of judicial dissolution of our
partnership;
(3) the withdrawal or removal of our general partner or any
other event that results in its ceasing to be our general
partner other than by reason of a transfer of its general
partner interest in accordance with our partnership agreement or
withdrawal or removal following approval and admission of a
successor; or
(4) there being no limited partners, unless we are
continued without dissolution in accordance with applicable
Delaware law.
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Upon a dissolution under clause (3) above, the holders of a
unit majority may also elect, within specific time limitations,
to continue our business on the same terms and conditions
described in the partnership agreement by appointing as a
successor general partner an entity approved by the holders of
units representing a unit majority, subject to our receipt of an
opinion of counsel to the effect that:
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the action would not result in the loss of limited liability of
any limited partner; and
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none of our partnership, our operating company nor any of our
other subsidiaries would be treated as an association taxable as
a corporation or otherwise be taxable as an entity for federal
income tax purposes upon the exercise of that right to continue.
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Liquidation
and Distribution of Proceeds
Upon our dissolution, unless we are reconstituted and continued
as a new limited partnership, the liquidator authorized to wind
up our affairs will, acting with all of the powers of our
general partner that are necessary or appropriate, liquidate our
assets and apply the proceeds of the liquidation as described in
Provisions of Our Partnership Agreement Relating to Cash
Distributions Distributions of Cash Upon
Liquidation. The liquidator may defer liquidation or
distribution of our assets for a reasonable period at time or
distribute assets to partners in kind if it determines that a
sale would be impractical or would cause undue loss to the
partners.
Withdrawal
or Removal of Our General Partner
Except as described below, our general partner has agreed not to
withdraw voluntarily as the general partner of our partnership
prior to June 30, 2015 without obtaining the approval of
the holders of at least a majority of the outstanding common
units, excluding common units held by our general partner and
its affiliates, and furnishing an opinion of counsel regarding
limited liability and tax matters. On or after June 30,
2015, our general partner may withdraw as general partner
without first obtaining approval of any unitholder by giving
90 days written notice, and that withdrawal will not
constitute a violation of our partnership agreement.
Notwithstanding the information above, our general partner may
withdraw without unitholder approval upon 90 days
notice to the limited partners if at least 50% of the
outstanding common units are held or controlled by one person
and its affiliates other than our general partner and its
affiliates. In addition, our partnership agreement permits our
general partner in some instances to sell or otherwise transfer
all of its general partner interest in us without the approval
of the unitholders. Please read Transfer of
General Partner Interest and Transfer of
Incentive Distribution Rights below.
Upon the withdrawal of our general partner under any
circumstances, other than as a result of a transfer by our
general partner of all or a part of its general partner interest
in us, the holders of a majority of the outstanding common units
may select a successor to that withdrawing general partner. If a
successor is not elected, or is elected but an opinion of
counsel regarding limited liability and tax matters cannot be
obtained, we will be dissolved, wound up and liquidated, unless
within a specified period of time after that withdrawal, the
holders of a unit majority agree in writing to continue our
business and to appoint a successor general partner. Please read
Termination and Dissolution.
Our general partner may not be removed unless that removal is
approved by the vote of the holders of not less than
662/3%
of the outstanding units, voting together as a single class,
including units held by our general partner and its affiliates,
and we receive an opinion of counsel regarding limited liability
and tax matters. Any removal of our general partner is also
subject to the approval of a successor general partner by the
vote of the holders of a majority of the outstanding common
units. The ownership of more than
331/3%
of the outstanding units by our general partner and its
affiliates would give them the practical ability to prevent the
general partners removal. As October 28, 2009, our
general partner and its affiliates owned approximately 21.6% of
the outstanding units.
Our partnership agreement also provides that if our general
partner is removed as our general partner under circumstances
where cause does not exist and units held by our general partner
and its affiliates are not voted in favor of that removal, our
general partner will have the right to convert its general
partner interest and its incentive distribution rights into
common units or to receive cash in exchange for those interests
based on the fair market value of the interests at the time.
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In the event of removal of a general partner under circumstances
where cause exists or withdrawal of a general partner where that
withdrawal violates our partnership agreement, a successor
general partner will have the option to purchase the general
partner interest and incentive distribution rights of the
departing general partner for a cash payment equal to the fair
market value of those interests. Under all other circumstances
where a general partner withdraws or is removed by the limited
partners, the departing general partner will have the option to
require the successor general partner to purchase the general
partner interest of the departing general partner and its
incentive distribution rights for their fair market value. In
each case, this fair market value will be determined by
agreement between the departing general partner and the
successor general partner. If no agreement is reached, an
independent investment banking firm or other independent expert
selected by the departing general partner and the successor
general partner will determine the fair market value. Or, if the
departing general partner and the successor general partner
cannot agree upon an expert, then an expert chosen by agreement
of the experts selected by each of them will determine the fair
market value.
If the option described above is not exercised by either the
departing general partner or the successor general partner, the
departing general partners general partner interest and
its incentive distribution rights will automatically convert
into common units equal to the fair market value of those
interests as determined by an investment banking firm or other
independent expert selected in the manner described in the
preceding paragraph.
In addition, we will be required to reimburse the departing
general partner for all amounts due the departing general
partner, including, without limitation, all employee-related
liabilities, including severance liabilities, incurred for the
termination of any employees employed by the departing general
partner or its affiliates for our benefit.
Transfer
of General Partner Interest
Except for transfer by our general partner of all, but not less
than all, of its general partner interest in us to:
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an affiliate of our general partner (other than an
individual); or
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another entity as part of the merger or consolidation of our
general partner with or into another entity or the transfer by
our general partner of all or substantially all of its assets to
another entity,
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our general partner may not transfer all or any part of its
general partner interest in us to another person prior to
June 30, 2015 without the approval of the holders of at
least a majority of the outstanding common units, excluding
common units held by our general partner and its affiliates. As
a condition of this transfer, the transferee must, among other
things, assume the rights and duties of our general partner,
agree to be bound by the provisions of our partnership
agreement, and furnish an opinion of counsel regarding limited
liability and tax matters.
Our general partner and its affiliates may at any time transfer
units to one or more persons without unitholder approval.
Transfer
of Incentive Distribution Rights
Our general partner or its affiliates or a subsequent holder may
transfer its incentive distribution rights to an affiliate of
the holder (other than an individual) or another entity as part
of the merger or consolidation of such holder with or into
another entity, the sale of all the ownership interests in the
holder or the sale of all or substantially all of its assets to,
that entity without the prior approval of the unitholders. Prior
to June 30, 2015, other transfers of the incentive
distribution rights will require the affirmative vote of holders
of a majority of the outstanding common units (excluding common
units held by our general partner and its affiliates). On or
after June 30, 2015, the incentive distribution rights will
be freely transferable.
Transfer
of Ownership Interests in Our General Partner
At any time, the members of our general partner may sell or
transfer all or part of their membership interests in our
general partner to an affiliate or a third party without the
approval of our unitholders.
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Change of
Management Provisions
Our partnership agreement contains specific provisions that are
intended to discourage a person or group from attempting to
remove Williams Partners GP LLC as our general partner or
otherwise change our management. If any person or group other
than our general partner and its affiliates acquires beneficial
ownership of 20% or more of any class of units, that person or
group loses voting rights on all of its units. This loss of
voting rights does not apply to any person or group that
acquires the units from our general partner or its affiliates
and any transferees of that person or group approved by our
general partner or to any person or group who acquires the units
with the prior approval of the board of directors of our general
partner.
Our partnership agreement also provides that if our general
partner is removed under circumstances where cause does not
exist and units held by our general partner and its affiliates
are not voted in favor of that removal, our general partner will
have the right to convert its general partner interest and its
incentive distribution rights into common units or to receive
cash in exchange for those interests.
Limited
Call Right
If at any time our general partner and its affiliates hold more
than 80% of the then-issued and outstanding partnership
securities of any class, our general partner will have the
right, but not the obligation, which it may assign in whole or
in part to any of its affiliates or to us, to acquire all, but
not less than all, of the remaining partnership securities of
the class held by unaffiliated persons as of a record date to be
selected by our general partner, on at least 10 but not more
than 60 days notice. The purchase price in the event of
this purchase is the greater of:
(1) the highest price paid by either of our general partner
or any of its affiliates for any partnership securities of the
class purchased within the 90 days preceding the date on
which our general partner first mails notice of its election to
purchase those partnership securities; and
(2) the current market price as of the date three days
before the date the notice is mailed.
As a result of our general partners right to purchase
outstanding partnership securities, a holder of partnership
securities may have his partnership securities purchased at an
undesirable time or price. Our partnership agreement provides
that the resolution of any conflict of interest that is fair and
reasonable will not be a breach of the partnership agreement.
Our general partner may, but it is not obligated to, submit the
conflict of interest represented by the exercise of the limited
call right to the conflicts committee for approval or seek a
fairness opinion from an investment banker. If our general
partner exercises its limited call right, it will make a
determination at the time, based on the facts and circumstances,
and upon the advice of counsel, as to the appropriate method of
determining the fairness and reasonableness of the transaction.
Our general partner is not obligated to obtain a fairness
opinion regarding the value of the common units to be
repurchased by it upon exercise of the limited call right.
There is no restriction in our partnership agreement that
prevents our general partner from issuing additional common
units and exercising its call right. If our general partner
exercised its limited call right, the effect would be to take us
private and, if the units were subsequently deregistered, we
would no longer be subject to the reporting requirements of the
Exchange Act.
The tax consequences to a unitholder of the exercise of this
call right are the same as a sale by that unitholder of his
common units in the market. Please read Material Tax
Considerations Disposition of Common Units.
Meetings;
Voting
Except as described below regarding a person or group owning 20%
or more of any class of units then outstanding, unitholders who
are record holders of units on the record date will be entitled
to notice of, and to vote at, meetings of our limited partners
and to act upon matters for which approvals may be solicited. In
the case of common units held by our general partner on behalf
of non-citizen assignees, our general partner will distribute
the votes on those common units in the same ratios as the votes
of limited partners on other units are cast.
Our general partner does not anticipate that any meeting of
unitholders will be called in the foreseeable future. Any action
that is required or permitted to be taken by the unitholders may
be taken either at a meeting of the unitholders or without a
meeting if consents in writing describing the action so taken
are signed by holders of the
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number of units necessary to authorize or take that action at a
meeting. Meetings of the unitholders may be called by our
general partner or by unitholders owning at least 20% of the
outstanding units of the class for which a meeting is proposed.
Unitholders may vote either in person or by proxy at meetings.
The holders of a majority of the outstanding units of the class
or classes for which a meeting has been called, represented in
person or by proxy, will constitute a quorum unless any action
by the unitholders requires approval by holders of a greater
percentage of the units, in which case the quorum will be the
greater percentage.
Each record holder of a unit has a vote according to his
percentage interest in us, although additional limited partner
interests having special voting rights could be issued. Please
read Issuance of Additional Securities
above. However, if at any time any person or group, other than
our general partner and its affiliates, or a direct or
subsequently approved transferee of our general partner or its
affiliates, or a person or group who acquire units with the
prior approval of the board of our general partner acquires, in
the aggregate, beneficial ownership of 20% or more of any class
of units then outstanding, that person or group will lose voting
rights on all of its units and the units may not be voted on any
matter and will not be considered to be outstanding when sending
notices of a meeting of unitholders, calculating required votes,
determining the presence of a quorum or for other similar
purposes. Common units held in nominee or street name account
will be voted by the broker or other nominee in accordance with
the instruction of the beneficial owner unless the arrangement
between the beneficial owner and his nominee provides otherwise.
Any notice, demand, request, report or proxy material required
or permitted to be given or made to record holders of common
units under our partnership agreement will be delivered to the
record holder by us or by the transfer agent.
Status as
Limited Partner
By transfer of any common units in accordance with our
partnership agreement, each transferee of common units shall be
admitted as a limited partner with respect to the common units
transferred when such transfer is reflected in our books and
records.
Except as described above under Limited
Liability above, the common units will be fully paid, and
unitholders will not be required to make additional
contributions.
Non-Citizen
Assignees; Redemption
If we are or become subject to federal, state or local laws or
regulations that, in the determination of our general partner,
create a substantial risk of cancellation or forfeiture of any
property in which we have an interest because of the
nationality, citizenship or other related status of any limited
partner we may redeem the units held by the limited partner at
their current market price, in accordance with the procedures
set forth in our partnership agreement. In order to avoid any
cancellation or forfeiture, our general partner may require each
limited partner to furnish information about his nationality,
citizenship or related status. If a limited partner or assignee
fails to furnish information about his nationality, citizenship
or other related status within 30 days after a request for
the information or our general partner determines after receipt
of the information that the limited partner is not an eligible
citizen, the limited partner may be treated as a non-citizen
assignee. A non-citizen assignee is entitled to an interest
equivalent to that of a limited partner for the right to share
in allocations and distributions from us, including liquidating
distributions. A non-citizen assignee does not have the right to
direct the voting of his units and may not receive distributions
in kind upon our liquidation.
Indemnification
Under our partnership agreement, in most circumstances, we will
indemnify the following persons, to the fullest extent permitted
by law, from and against all losses, claims, damages or similar
events:
(1) our general partner;
(2) any departing general partner;
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(3) any person who is or was an affiliate of our general
partner (including Williams and its subsidiaries) or any
departing general partner;
(4) any person who is or was an officer, director, member,
partner, fiduciary or trustee of any entity described in (1),
(2) or (3) above;
(5) any person who is or was serving as an officer,
director, member, partner, fiduciary or trustee of another
person at the request of our general partner or any departing
general partner; and
(6) any person designated by our general partner.
Any indemnification under these provisions will only be out of
our assets. Unless it otherwise agrees, our general partner will
not be personally liable for, or have any obligation to
contribute or loan funds or assets to us to enable us to
effectuate, indemnification. We may purchase insurance against
liabilities asserted against and expenses incurred by persons
for our activities, regardless of whether we would have the
power to indemnify the person against liabilities under the
partnership agreement.
Books and
Reports
Our general partner is required to keep appropriate books of our
business at our principal offices. The books are maintained for
both tax and financial reporting purposes on an accrual basis.
For tax and financial reporting purposes, our fiscal year is the
calendar year.
We will furnish or make available to record holders of common
units, within 120 days after the close of each fiscal year,
an annual report containing audited financial statements and a
report on those financial statements by our independent
registered public accounting firm or make such reports available
on the SECs EDGAR System. Except for our fourth quarter,
we will also furnish or make available on EDGAR summary
financial information within 90 days after the close of
each quarter.
We will furnish each record holder of a unit with information
reasonably required for tax reporting purposes within
90 days after the close of each calendar year. This
information is expected to be furnished in summary form so that
some complex calculations normally required of partners can be
avoided. Our ability to furnish this summary information to
unitholders will depend on the cooperation of unitholders in
supplying us with specific information. Every unitholder will
receive information to assist him in determining his federal and
state tax liability and filing his federal and state income tax
returns, regardless of whether he supplies us with information.
Right to
Inspect Our Books and Records
Our partnership agreement provides that a limited partner can,
for a purpose reasonably related to his interest as a limited
partner, upon reasonable demand stating the purpose of such
demand and at his own expense, obtain:
(1) a current list of the name and last known address of
each partner;
(2) a copy of our tax returns;
(3) information as to the amount of cash, and a description
and statement of the net agreed value of any other property or
services, contributed or to be contributed by each partner and
the date on which each became a partner;
(4) copies of our partnership agreement, the certificate of
limited partnership of the partnership, related amendments and
powers of attorney under which they have been executed;
(5) information regarding the status of our business and
financial condition; and
(6) any other information regarding our affairs as is just
and reasonable.
Our general partner may, and intends to, keep confidential from
the limited partners trade secrets or other information the
disclosure of which our general partner believes in good faith
is not in our best interests, could damage us or our business or
that we are required by law or by agreements with third parties
to keep confidential.
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Registration
Rights
Under our partnership agreement, we have agreed to register for
resale under the Securities Act and applicable state securities
laws any common units or other partnership securities proposed
to be sold by our general partner or any of its affiliates or
their assignees if an exemption from the registration
requirements is not otherwise available. These registration
rights continue for two years following any withdrawal or
removal of Williams Partners GP LLC as our general partner. We
are obligated to pay all expenses incidental to the
registration, excluding underwriting discounts and commissions.
Fiduciary
and Other Duties
Our general partner is accountable to us and our unitholders and
has fiduciary, contractual, common law and statutory duties to
us. Fiduciary duties owed to us by our general partner are
prescribed by law and the partnership agreement. The Delaware
Revised Uniform Limited Partnership Act, (Delaware
Act) provides that Delaware limited partnerships may, in
their partnership agreements, expand, restrict or eliminate the
duties (including fiduciary duties) otherwise owed by a general
partner to limited partners and the partnership.
Our partnership agreement contains various provisions modifying
and restricting the duties that might otherwise be owed by our
general partner. We have adopted these provisions to allow our
general partner or its affiliates to engage in transactions with
us that otherwise might be prohibited by state law fiduciary
standards and to take into account the interests of other
parties in addition to our interests when resolving conflicts of
interest. We believe this is appropriate and necessary because
the board of directors of our general partner has fiduciary
duties to manage our general partner in a manner beneficial both
to its owner, Williams, as well as to you. Without these
modifications, the general partners ability to make
decisions involving conflicts of interests would be restricted.
The modifications to the fiduciary standards benefit our general
partner by enabling it to take into consideration all parties
involved in the proposed action. These modifications also
strengthen the ability of our general partner to attract and
retain experienced and capable directors. These modifications
represent a detriment to the common unitholders because they
restrict the remedies available to unitholders for actions that,
without those limitations, might constitute breaches of
fiduciary duty, as described below, and permit our general
partner to take into account the interests of third parties in
addition to our interests when resolving conflicts of interest.
The following is a summary of:
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the fiduciary duties imposed on our general partner by, and the
rights and remedies of unitholders under, the Delaware
Act; and
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material modifications of these duties contained in our
partnership agreement.
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State law fiduciary duty standards and unitholder rights and
remedies
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Fiduciary duties are generally considered to include an
obligation to act with due care and loyalty. The duty of care,
in the absence of a provision in a partnership agreement
providing otherwise, would generally require a general partner
to act for the partnership in the same manner as a prudent
person would act on his own behalf. The duty of loyalty, in the
absence of a provision in a partnership agreement providing
otherwise, would generally prohibit a general partner of a
Delaware limited partnership from taking any action or engaging
in any transaction where a conflict of interest is present.
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The Delaware Act generally provides that a limited partner may
institute legal action on behalf of the partnership to recover
damages from a third party where a general partner has refused
to institute the action or where an effort to cause a general
partner to do so is not likely to succeed. These actions include
actions against a general partner for breach of its duties or of
the partnership agreement. In addition, the statutory or case
law of some jurisdictions may permit a limited partner to
institute legal action on behalf of himself and all other
similarly situated limited partners to recover damages from a
general partner for violations of its duties to the limited
partners.
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Modifications in our partnership agreement
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Our partnership agreement contains provisions that waive or
consent to conduct by our general partner and its affiliates
that might otherwise raise issues as to compliance with duties
or applicable law. For example, our partnership agreement
provides that when our general partner is acting in its capacity
as our general partner, as opposed to in its individual
capacity, it must act in good faith and will not be
subject to any other standard under applicable law. In addition,
our partnership agreement provides that when our general partner
is acting in its individual capacity, as opposed to in its
capacity as our general partner, it may act without any
fiduciary obligation to us or our unitholders whatsoever. These
standards reduce the obligations to which our general partner
would otherwise be held under applicable Delaware law.
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Our partnership agreement generally provides that affiliated
transactions by the partnership and resolutions of conflicts of
interest in the operation of the partnership not involving a
vote of unitholders and that are not approved by the conflicts
committee of the board of directors of our general partner must
be:
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on terms no less favorable to us than
those generally being provided to or available from unrelated
third parties; or
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fair and reasonable to us, taking into
account the totality of the relationships between the parties
involved (including other transactions that may be particularly
favorable or advantageous to us).
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If our general partner does not seek approval from the conflicts
committee and the board of directors of our general partner
determines that the resolution or course of action taken with
respect to the conflict of interest satisfies either of the
standards set forth in the bullet points above, then it will be
presumed that, in making its decision, the board of directors,
which may include board members affected by the conflict of
interest, acted in good faith, and in any proceeding brought by
or on behalf of any limited partner or the partnership, the
person bringing or prosecuting such proceeding will have the
burden of overcoming such presumption. These standards reduce
the obligations to which our general partner would otherwise be
held.
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In addition to the other more specific provisions limiting the
obligations of our general partner, our partnership agreement
further provides that our general partner, its affiliates and
their officers and directors will not be liable for monetary
damages to us or our limited partners for errors of judgment or
for any acts or omissions unless there has been a final and
non-appealable judgment by a court of competent jurisdiction
determining that our general partner, such affiliate or such
person acted in bad faith or engaged in fraud or willful
misconduct or, in the case of a criminal matter, acted with
knowledge that the conduct was criminal.
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In order to become one of our limited partners, a common
unitholder is required to agree to be bound by the provisions in
the partnership agreement, including the provisions discussed
above. Please read Description of the Common
Units Transfer of Common Units. This is in
accordance with the policy of the Delaware Act favoring the
principle of freedom of contract and the enforceability of
partnership agreements. The failure of a limited partner to sign
our partnership agreement does not render the partnership
agreement unenforceable against that person.
Under the partnership agreement, we must indemnify our general
partner and its officers, directors and managers, to the fullest
extent permitted by law, against liabilities, costs and expenses
incurred by our general partner or these other persons. We must
provide this indemnification unless there has been a final and
non- appealable judgment by a court of competent jurisdiction
determining that these persons acted in bad faith or engaged in
fraud or willful misconduct. We also must provide this
indemnification for criminal proceedings unless our general
partner or these other persons acted with knowledge that their
conduct was unlawful. Thus, our general partner could be
indemnified for its negligent acts if it meets the requirements
set forth above. To the extent that these provisions purport to
include indemnification for liabilities arising under the
Securities Act, in the opinion of the SEC such indemnification
is contrary to public policy and therefore unenforceable. If you
have questions regarding the fiduciary duties of our general
partner please read The Partnership Agreement
Indemnification.
MATERIAL
TAX CONSIDERATIONS
This section is a discussion of the material tax considerations
that may be relevant to prospective unitholders who are
individual citizens or residents of the United States and,
unless otherwise noted in the following discussion, is the
opinion of Andrews Kurth LLP, counsel to our general partner and
us, insofar as it relates to matters of United States
federal income tax law and legal conclusions with respect to
those matters. This section is based upon current provisions of
the Internal Revenue Code of 1986, as amended (Internal
Revenue Code), existing and proposed regulations and
current administrative rulings and court decisions, all of which
are subject to change. Later changes in these authorities may
cause the tax consequences to vary substantially from the
consequences described below. Unless the context otherwise
requires, references in this section to us or
we are references to Williams Partners L.P. and our
operating company.
The following discussion does not address all federal income tax
matters affecting us or the unitholders. Moreover, the
discussion focuses on unitholders who are individual citizens or
residents of the United States and has only limited application
to corporations, estates, trusts, nonresident aliens or other
unitholders subject to specialized tax treatment, such as
tax-exempt institutions, foreign persons, individual retirement
accounts (IRAs), real estate investment trusts (REITs), employee
benefit plans or mutual funds. Accordingly, we urge each
prospective unitholder to consult, and depend on, his own tax
advisor in analyzing the federal, state, local and foreign tax
consequences particular to him of the ownership or disposition
of the common units.
No ruling has been or will be requested from the IRS regarding
any matter affecting us or prospective unitholders. Instead, we
will rely on opinions and advice of Andrews Kurth LLP. Unlike a
ruling, an opinion of counsel represents only that
counsels best legal judgment and does not bind the IRS or
the courts. Accordingly, the opinions and statements made in
this discussion may not be sustained by a court if contested by
the IRS. Any contest
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of this sort with the IRS may materially and adversely impact
the market for the common units and the prices at which the
common units trade. In addition, the costs of any contest with
the IRS, principally legal, accounting and related fees, will
result in a reduction in cash available for distribution to our
unitholders and our general partner and thus will be borne
indirectly by our unitholders and our general partner.
Furthermore, the tax treatment of us, or of an investment in us,
may be significantly modified by future legislative or
administrative changes or court decisions. Any modifications may
or may not be retroactively applied.
All statements as to matters of law and legal conclusions, but
not as to factual matters, contained in this section, unless
otherwise noted, are the opinion of Andrews Kurth LLP and are
based on the accuracy of the representations made by us and our
general partner.
For the reasons described below, Andrews Kurth LLP has not
rendered an opinion with respect to the following specific
federal income tax issues:
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the treatment of a unitholder whose common units are loaned to a
short seller to cover a short sale of common units (please read
Tax Consequences of Unit Ownership
Treatment of Short Sales);
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whether our monthly convention for allocating taxable income and
losses is permitted by existing Treasury Regulations (please
read Disposition of Common Units
Allocations Between Transferors and Transferees); and
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whether our method for depreciating Section 743 adjustments
is sustainable in certain cases (please read
Tax Consequences of Unit Ownership
Section 754 Election and Uniformity
of Units).
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Partnership
Status
A partnership is not a taxable entity and incurs no federal
income tax liability. Instead, each partner of a partnership is
required to take into account his share of items of income,
gain, loss and deduction of the partnership in computing his
federal income tax liability, regardless of whether cash
distributions are made to him by the partnership. Distributions
by a partnership to a partner are generally not taxable to the
partner unless the amount of cash distributed is in excess of
the partners adjusted basis in his partnership interest.
Section 7704 of the Internal Revenue Code provides that
publicly traded partnerships will, as a general rule, be taxed
as corporations. However, an exception, referred to as the
Qualifying Income Exception, exists with respect to
publicly traded partnerships of which 90% or more of the gross
income for every taxable year consists of qualifying
income. Qualifying income includes income and gains
derived from the transportation, storage and processing of crude
oil, natural gas and products thereof. Other types of qualifying
income include interest (other than from a financial business),
dividends, gains from the sale of real property and gains from
the sale or other disposition of capital assets held for the
production of income that otherwise constitutes qualifying
income. We estimate that less than 3% of our current gross
income is not qualifying income; however, this estimate could
change from time to time. Based on and subject to this estimate,
the factual representations made by us and our general partner
and a review of the applicable legal authorities, Andrews Kurth
LLP is of the opinion that at least 90% of our current gross
income constitutes qualifying income. The portion of our income
that is qualifying income can change from time to time.
No ruling has been or will be sought from the IRS and the IRS
has made no determination as to our status for federal income
tax purposes or whether our operations generate qualifying
income under Section 7704 of the Internal Revenue
Code. Instead, we will rely on the opinion of Andrews Kurth LLP
that, based upon the Internal Revenue Code, its regulations,
published revenue rulings and court decisions and the
representations described below, we will be classified as a
partnership and our operating company will be disregarded as an
entity separate from us for federal income tax purposes.
In rendering its opinion, Andrews Kurth LLP has relied on
factual representations made by us and our general partner. The
representations made by us and our general partner upon which
Andrews Kurth LLP has relied include:
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Neither we nor our operating company has elected or will elect
to be treated as a corporation; and
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For each taxable year, more than 90% of our gross income has
been and will be income that Andrews Kurth LLP has opined or
will opine is qualifying income within the meaning
of Section 7704(d) of the Internal Revenue Code.
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If we fail to meet the Qualifying Income Exception, other than a
failure that is determined by the IRS to be inadvertent and that
is cured within a reasonable time after discovery, we will be
treated as if we had transferred all of our assets, subject to
liabilities, to a newly formed corporation, on the first day of
the year in which we fail to meet the Qualifying Income
Exception, in return for stock in that corporation, and then
distributed that stock to the unitholders in liquidation of
their interests in us. This deemed contribution and liquidation
would be tax-free to unitholders and us so long as we, at that
time, do not have liabilities in excess of the tax basis of our
assets. Thereafter, we would be treated as a corporation for
federal income tax purposes.
If we were taxable as a corporation in any taxable year, either
as a result of a failure to meet the Qualifying Income Exception
or otherwise, our items of income, gain, loss and deduction
would be reflected only on our tax return rather than being
passed through to the unitholders, and our net income would be
taxed to us at corporate rates. In addition, any distribution
made by us to a unitholder would be treated as either taxable
dividend income, to the extent of our current or accumulated
earnings and profits, or, in the absence of earnings and
profits, a nontaxable return of capital, to the extent of the
unitholders tax basis in his common units, or taxable
capital gain, after the unitholders tax basis in his
common units is reduced to zero. Accordingly, taxation as a
corporation would result in a material reduction in a
unitholders cash flow and after-tax return and thus would
likely result in a substantial reduction of the value of the
units.
The discussion below is based on Andrews Kurth LLPs
opinion that we will be classified as a partnership for federal
income tax purposes.
Limited
Partner Status
Unitholders who have become limited partners of Williams
Partners L.P. will be treated as partners of Williams Partners
L.P. for federal income tax purposes. Also, unitholders whose
common units are held in street name or by a nominee and who
have the right to direct the nominee in the exercise of all
substantive rights attendant to the ownership of their common
units will be treated as partners of Williams Partners L.P. for
federal income tax purposes.
A beneficial owner of common units whose units have been
transferred to a short seller to complete a short sale would
appear to lose his status as a partner with respect to those
units for federal income tax purposes. Please read
Tax Consequences of Unit Ownership
Treatment of Short Sales.
Items of our income, gain, loss or deduction would not appear to
be reportable by a unitholder who is not a partner for federal
income tax purposes, and any cash distributions received by a
unitholder who is not a partner for federal income tax purposes
would therefore appear to be fully taxable as ordinary income.
These holders are urged to consult their own tax advisors with
respect to their tax consequences of holding common units in
Williams Partners L.P. for federal income tax purposes. The
references to unitholders in the discussion that
follows are to persons who are treated as partners in Williams
Partners L.P. for federal income tax purposes.
Tax
Consequences of Unit Ownership
Flow-through
of Taxable Income
We do not pay any federal income tax. Instead, each unitholder
will be required to report on his income tax return his share of
our income, gains, losses and deductions without regard to
whether corresponding cash distributions are received by him.
Consequently, we may allocate income to a unitholder even if he
has not received a cash distribution. Each unitholder will be
required to include in income his allocable share of our income,
gains, losses and deductions for our taxable year or years
ending with or within his taxable year. Our taxable year ends on
December 31.
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Treatment
of Distributions
Distributions by us to a unitholder generally will not be
taxable to the unitholder for federal income tax purposes,
except to the extent the amount of any such cash distribution
exceeds his tax basis in his common units immediately before the
distribution. Our cash distributions in excess of a
unitholders tax basis in his common units generally will
be considered to be gain from the sale or exchange of the common
units, taxable in accordance with the rules described under
Disposition of Common Units below. Any
reduction in a unitholders share of our liabilities for
which no partner, including our general partner, bears the
economic risk of loss, known as nonrecourse
liabilities, will be treated as a distribution of cash to
that unitholder. To the extent our distributions cause a
unitholders at risk amount to be less than
zero at the end of any taxable year, he must recapture any
losses deducted in previous years. Please read
Limitations on Deductibility of Losses.
A decrease in a unitholders percentage interest in us
because of our issuance of additional common units will decrease
his share of our nonrecourse liabilities, and thus will result
in a corresponding deemed distribution of cash, which may
constitute a non-pro rata distribution. A non-pro rata
distribution of money or property may result in ordinary income
to a unitholder, regardless of his tax basis in his common
units, if the distribution reduces the unitholders share
of our unrealized receivables, including
depreciation recapture,
and/or
substantially appreciated inventory items, both as
defined in Section 751 of the Internal Revenue Code, and
collectively, Section 751 Assets. To that
extent, he will be treated as having been distributed his
proportionate share of the Section 751 Assets and having
then exchanged those assets with us in return for the non-pro
rata portion of the actual distribution made to him. This latter
deemed exchange will generally result in the unitholders
realization of ordinary income, which will equal the excess of
the non-pro rata portion of that distribution over the
unitholders tax basis for the share of Section 751
Assets deemed relinquished in the exchange.
Basis
of Common Units
A unitholders initial tax basis for his common units will
be the amount he paid for the common units plus his share of our
nonrecourse liabilities. That basis will be increased by his
share of our income and by any increases in his share of our
nonrecourse liabilities. That basis generally will be decreased,
but not below zero, by distributions from us, by the
unitholders share of our losses, by any decreases in his
share of our nonrecourse liabilities and by his share of our
expenditures that are not deductible in computing taxable income
and are not required to be capitalized. A unitholder will have
no share of our debt that is recourse to our general partner to
the extent of the general partners net value
as defined in regulations under Section 752 of the Internal
Revenue Code, but will have a share, generally based on his
share of profits, of our nonrecourse liabilities. Please read
Disposition of Common Units
Recognition of Gain or Loss.
Limitations
on Deductibility of Losses
The deduction by a unitholder of his share of our losses will be
limited to the tax basis in his units and, in the case of an
individual unitholder or a corporate unitholder, if more than
50% of the value of the corporate unitholders stock is
owned directly or indirectly by or for five or fewer individuals
or some tax-exempt organizations, to the amount for which the
unitholder is considered to be at risk with respect
to our activities, if that amount is less than his tax basis. A
unitholder subject to these limitations must recapture losses
deducted in previous years to the extent that distributions
cause his at risk amount to be less than zero at the end of any
taxable year. Losses disallowed to a unitholder or recaptured as
a result of these limitations will carry forward and will be
allowable as a deduction in a later year to the extent that his
tax basis or at risk amount, whichever is the limiting factor,
is subsequently increased, provided such losses are otherwise
allowable. Upon the taxable disposition of a unit, any gain
recognized by a unitholder can be offset by losses that were
previously suspended by the at risk limitation but may not be
offset by losses suspended by the basis limitation. Any excess
loss above that gain previously suspended by the at risk or
basis limitations is no longer utilizable.
In general, a unitholder will be at risk to the extent of the
tax basis of his units, excluding any portion of that basis
attributable to his share of our nonrecourse liabilities,
reduced by (i) any portion of that basis representing
amounts otherwise protected against loss because of a guarantee,
stop loss agreement or other similar arrangement and
(ii) any amount of money he borrows to acquire or hold his
units, if the lender of those borrowed funds owns an
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interest in us, is related to another unitholder who has an
interest in us or can look only to the units for repayment. A
unitholders at risk amount will increase or decrease as
the tax basis of the unitholders units increases or
decreases, other than tax basis increases or decreases
attributable to increases or decreases in his share of our
nonrecourse liabilities.
The passive loss limitations generally provide that individuals,
estates, trusts and some closely-held corporations and personal
service corporations are permitted to deduct losses from passive
activities, which are generally trade or business activities in
which the taxpayer does not materially participate, only to the
extent of the taxpayers income from those passive
activities. The passive loss limitations are applied separately
with respect to each publicly traded partnership. Consequently,
any passive losses we generate will only be available to offset
our passive income generated in the future and will not be
available to offset income from other passive activities or
investments, including our investments or investments in other
publicly traded partnerships, or a unitholders salary or
active business income. Passive losses that are not deductible
because they exceed a unitholders share of income we
generate may be deducted in full when the unitholder disposes of
his entire investment in us in a fully taxable transaction with
an unrelated party. The passive loss limitations are applied
after other applicable limitations on deductions, including the
at risk rules and the basis limitation.
A unitholders share of our net income may be offset by any
of our suspended passive losses, but it may not be offset by any
other current or carryover losses from other passive activities,
including those attributable to other publicly traded
partnerships.
Limitations
on Interest Deductions
The deductibility of a non-corporate taxpayers
investment interest expense is generally limited to
the amount of that taxpayers net investment
income. Investment interest expense includes:
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interest on indebtedness properly allocable to property held for
investment;
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our interest expense attributed to portfolio income; and
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the portion of interest expense incurred to purchase or carry an
interest in a passive activity to the extent attributable to
portfolio income.
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The computation of a unitholders investment interest
expense will take into account interest on any margin account
borrowing or other loan incurred to purchase or carry a unit.
Net investment income includes gross income from property held
for investment and amounts treated as portfolio income under the
passive loss rules, less deductible expenses, other than
interest, directly connected with the production of investment
income, but generally does not include gains attributable to the
disposition of property held for investment. The IRS has
indicated that net passive income earned by a publicly traded
partnership will be treated as investment income to its
unitholders. In addition, the unitholders share of our
portfolio income will be treated as investment income.
Entity-Level Collections
If we are required or elect under applicable law to pay any
federal, state, local or foreign income tax on behalf of any
unitholder or our general partner or any former unitholder, we
are authorized to pay those taxes from our funds. That payment,
if made, will be treated as a distribution of cash to the
unitholder on whose behalf the payment was made. If the payment
is made on behalf of a person whose identity cannot be
determined, we are authorized to treat the payment as a
distribution to all current unitholders. We are authorized to
amend our partnership agreement in the manner necessary to
maintain uniformity of intrinsic tax characteristics of units
and to adjust later distributions, so that after giving effect
to these distributions, the priority and characterization of
distributions otherwise applicable under our partnership
agreement is maintained as nearly as is practicable. Payments by
us as described above could give rise to an overpayment of tax
on behalf of an individual unitholder in which event the
unitholder would be required to file a claim in order to obtain
a credit or refund.
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Allocation
of Income, Gain, Loss and Deduction
In general, if we have a net profit, our items of income, gain,
loss and deduction will be allocated among our general partner
and the unitholders in accordance with their percentage
interests in us. At any time that distributions are made to the
common units in excess of distributions to the subordinated
units, or incentive distributions are made to our general
partner, gross income will be allocated to the recipients to the
extent of these distributions. If we have a net loss for the
entire year, that loss will be allocated first to our general
partner and the unitholders in accordance with their percentage
interests in us to the extent of their positive capital accounts
and, second, to our general partner.
Specified items of our income, gain, loss and deduction will be
allocated under Section 704(c) of the Internal Revenue Code
to account for the difference between the tax basis and fair
market value of our assets at the time we issue units in an
offering, referred to in this discussion as Contributed
Property. The effect of these allocations to a unitholder
purchasing common units in such offering will be essentially the
same as if the tax basis of Contributed Property was equal to
its fair market value at the time of such offering. In the event
we issue additional common units or engage in certain other
transactions in the future, reverse Section 704(c)
allocations, similar to the Section 704(c)
allocations described above, will be made to all holders of
partnership interests, including purchasers of common units in
such offering, to account for the difference, at the time of the
future transaction, between the book basis for
purposes of maintaining capital accounts and the fair market
value of all property held by us at the time of the future
transaction. In addition, items of recapture income will be
allocated to the extent possible to the unitholder who was
allocated the deduction giving rise to the treatment of that
gain as recapture income in order to minimize the recognition of
ordinary income by some unitholders. Finally, although we do not
expect that our operations will result in the creation of
negative capital accounts, if negative capital accounts
nevertheless result, items of our income and gain will be
allocated in such amount and manner as is needed to eliminate
the negative balance as quickly as possible.
An allocation of items of our income, gain, loss or deduction,
other than an allocation required by the Internal Revenue Code
to eliminate the difference between a partners
book capital account, credited with the fair market
value of Contributed Property, and tax capital
account, credited with the tax basis of Contributed Property,
referred to in this discussion as the Book-Tax
Disparity, will generally be given effect for federal
income tax purposes in determining a partners share of an
item of income, gain, loss or deduction only if the allocation
has substantial economic effect. In any other case, a
partners share of an item will be determined on the basis
of his interest in us, which will be determined by taking into
account all the facts and circumstances, including:
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his relative contributions to us;
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the interests of all the partners in profits and losses;
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the interest of all the partners in cash flow and other
nonliquidating distributions; and
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the rights of all the partners to distributions of capital upon
liquidation.
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Andrews Kurth LLP is of the opinion that, with the exception of
the issues described in Tax Consequences of
Unit Ownership Section 754 Election,
Uniformity of Units and
Disposition of Common Units
Allocations Between Transferors and Transferees,
allocations under our partnership agreement will be given effect
for federal income tax purposes in determining a partners
share of an item of income, gain, loss or deduction.
Treatment
of Short Sales
A unitholder whose units are loaned to a short
seller to cover a short sale of units may be considered as
having disposed of those units. If so, such unitholder would no
longer be treated for tax purposes as a partner with respect to
those units during the period of the loan and may recognize gain
or loss from the disposition. As a result, during this period:
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any of our income, gain, loss or deduction with respect to those
units would not be reportable by the unitholder;
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any cash distributions received by the unitholder as to those
units would be fully taxable; and
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all of these distributions would appear to be ordinary income.
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Andrews Kurth LLP has not rendered an opinion regarding the
treatment of a unitholder where common units are loaned to a
short seller to cover a short sale of common units; therefore,
unitholders desiring to assure their status as partners and
avoid the risk of gain recognition from a loan to a short seller
are urged to modify any applicable brokerage account agreements
to prohibit their brokers from loaning their units. The IRS has
announced that it is studying issues relating to the tax
treatment of short sales of partnership interests. Please also
read Disposition of Common Units
Recognition of Gain or Loss.
Alternative
Minimum Tax
Each unitholder will be required to take into account his
distributive share of any items of our income, gain, loss or
deduction for purposes of the alternative minimum tax. The
current minimum tax rate for non-corporate taxpayers is 26% on
the first $175,000 of alternative minimum taxable income in
excess of the exemption amount and 28% on any additional
alternative minimum taxable income. Prospective unitholders are
urged to consult with their tax advisors as to the impact of an
investment in units on their liability for the alternative
minimum tax.
Tax
Rates
In general, the highest effective United States federal income
tax rate for individuals is currently 35% and the maximum United
States federal income tax rate for net capital gains of an
individual is currently 15% if the asset disposed of was a
capital asset held for more than 12 months at the time of
disposition. However, absent new legislation extending the
current rates, beginning January 1, 2011, the highest
marginal United States federal income tax rate applicable to
ordinary income and long-term capital gains of individuals will
increase to 39.6% and 20%, respectively.
Section 754
Election
We have made the election permitted by Section 754 of the
Internal Revenue Code. That election is irrevocable without the
consent of the IRS. The election will generally permit us to
adjust a common unit purchasers tax basis in our assets
(inside basis) under Section 743(b) of the
Internal Revenue Code to reflect his purchase price. This
election does not apply to a person who purchases common units
directly from us. The Section 743(b) adjustment belongs to
the purchaser and not to other unitholders. For purposes of this
discussion, a unitholders inside basis in our assets will
be considered to have two components: (1) his share of our
tax basis in our assets (common basis) and
(2) his Section 743(b) adjustment to that basis.
Where the remedial allocation method is adopted (which we have
adopted), Treasury Regulations under Section 743 of the
Internal Revenue Code require a portion of the
Section 743(b) adjustment attributable to recovery property
under Section 168 of the Internal Revenue Code to be
depreciated over the remaining cost recovery period for the
propertys unamortized Book-Tax Disparity. Under Treasury
Regulation Section 1.167(c)-1(a)(6),
a Section 743(b) adjustment attributable to property
subject to depreciation under Section 167 of the Internal
Revenue Code, rather than cost recovery deductions under
Section 168, is generally required to be depreciated using
either the straight-line method or the 150% declining balance
method. Under our partnership agreement, our general partner is
authorized to take a position to preserve the uniformity of
units even if that position is not consistent with these
Treasury Regulations. Please read Uniformity
of Units.
Although Andrews Kurth LLP is unable to opine as to the validity
of this approach because there is no controlling authority on
this issue, we intend to depreciate the portion of a
Section 743(b) adjustment attributable to unrealized
appreciation in the value of Contributed Property, to the extent
of any unamortized Book-Tax Disparity, using a rate of
depreciation or amortization derived from the depreciation or
amortization method and useful life applied to the unamortized
Book-Tax Disparity of the property, or treat that portion as
non-amortizable
to the extent attributable to property the common basis of which
is not amortizable. This method is consistent with the Treasury
Regulations under Section 743 of the Internal Revenue Code
but is arguably inconsistent with Treasury
Regulation Section 1.167(c)-1(a)(6),
which is not expected to directly apply to a material portion of
our assets. To the extent this Section 743(b) adjustment is
attributable to appreciation in value in excess of the
unamortized Book-Tax Disparity, we will apply the rules
described in the Treasury Regulations and legislative history.
If we determine that this position cannot reasonably be taken,
we may take a depreciation or amortization position under which
all
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purchasers acquiring units in the same month would receive
depreciation or amortization, whether attributable to common
basis or a Section 743(b) adjustment, based upon the same
applicable rate as if they had purchased a direct interest in
our assets. This kind of aggregate approach may result in lower
annual depreciation or amortization deductions than would
otherwise be allowable to some unitholders. Please read
Uniformity of Units.
A Section 754 election is advantageous if the
transferees tax basis in his units is higher than the
units share of the aggregate tax basis of our assets
immediately prior to the transfer. In that case, as a result of
the election, the transferee would have, among other items, a
greater amount of depreciation deductions and his share of any
gain or loss on a sale of our assets would be less. Conversely,
a Section 754 election is disadvantageous if the
transferees tax basis in his units is lower than those
units share of the aggregate tax basis of our assets
immediately prior to the transfer. Thus, the fair market value
of the units may be affected either favorably or unfavorably by
the election. A basis adjustment is required regardless of
whether a Section 754 election is made in the case of a
transfer of an interest in us if we have a substantial built-in
loss immediately after the transfer, or if we distribute
property and have a substantial basis reduction. Generally a
basis reduction or a built-in loss is substantial if it exceeds
$250,000.
The calculations involved in the Section 754 election are
complex and will be made on the basis of assumptions as to the
value of our assets and other matters. For example, the
allocation of the Section 743(b) adjustment among our
assets must be made in accordance with the Internal Revenue
Code. The IRS could seek to reallocate some or all of any
Section 743(b) adjustment we allocated to our tangible
assets to goodwill instead. Goodwill, an intangible asset, is
generally either nonamortizable or amortizable over a longer
period of time or under a less accelerated method than our
tangible assets. We cannot assure you that the determinations we
make will not be successfully challenged by the IRS and that the
deductions resulting from them will not be reduced or disallowed
altogether. Should the IRS require a different basis adjustment
to be made, and should, in our opinion, the expense of
compliance exceed the benefit of the election, we may seek
permission from the IRS to revoke our Section 754 election.
If permission is granted, a subsequent purchaser of units may be
allocated more income than he would have been allocated had the
election not been revoked.
Tax
Treatment of Operations
Accounting
Method and Taxable Year
We use the year ending December 31 as our taxable year and the
accrual method of accounting for federal income tax purposes.
Each unitholder will be required to include in income his share
of our income, gain, loss and deduction for our taxable year or
years ending within or with his taxable year. In addition, a
unitholder who has a taxable year different than our taxable
year and who disposes of all of his units following the close of
our taxable year but before the close of his taxable year must
include his share of our income, gain, loss and deduction in
income for his taxable year, with the result that he will be
required to include in income for his taxable year his share of
more than one year of our income, gain, loss and deduction.
Please read Disposition of Common
Units Allocations Between Transferors and
Transferees.
Initial
Tax Basis, Depreciation and Amortization
The tax basis of our assets is used for purposes of computing
depreciation and cost recovery deductions and, ultimately, gain
or loss on the disposition of these assets. The federal income
tax burden associated with the difference between the fair
market value of our assets and their tax basis immediately prior
to the time we issue units in an offering will be borne by our
general partner, its affiliates and our unitholders as of that
time. Please read Tax Consequences of Unit
Ownership Allocation of Income, Gain, Loss and
Deduction.
To the extent allowable, we may elect to use the depreciation
and cost recovery methods that will result in the largest
deductions being taken in the early years after assets are
placed in service. Property we subsequently acquire or construct
may be depreciated using accelerated methods permitted by the
Internal Revenue Code.
If we dispose of depreciable property by sale, foreclosure or
otherwise, all or a portion of any gain, determined by reference
to the amount of depreciation previously deducted and the nature
of the property, may be subject to the recapture rules and taxed
as ordinary income rather than capital gain. Similarly, a
unitholder who has taken cost recovery or depreciation
deductions with respect to property we own will likely be
required to recapture some or all
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of those deductions as ordinary income upon a sale of his
interest in us. Please read Tax Consequences
of Unit Ownership Allocation of Income, Gain, Loss
and Deduction and Disposition of Common
Units Recognition of Gain or Loss.
The costs incurred in selling our units (called
syndication expenses) must be capitalized and cannot
be deducted currently, ratably or upon our termination. There
are uncertainties regarding the classification of costs as
organization expenses, which we may be able to amortize, and as
syndication expenses, which we may not amortize. The
underwriting discounts and commissions we incur will be treated
as syndication expenses.
Valuation
and Tax Basis of Our Properties
The federal income tax consequences of the ownership and
disposition of units will depend in part on our estimates of the
relative fair market values, and the tax bases, of our assets.
Although we may from time to time consult with professional
appraisers regarding valuation matters, we will make many of the
relative fair market value estimates ourselves. These estimates
and determinations of basis are subject to challenge and will
not be binding on the IRS or the courts. If the estimates of
fair market value or basis are later found to be incorrect, the
character and amount of items of income, gain, loss or
deductions previously reported by unitholders might change, and
unitholders might be required to adjust their tax liability for
prior years and incur interest and penalties with respect to
those adjustments.
Disposition
of Common Units
Recognition
of Gain or Loss
Gain or loss will be recognized on a sale of units equal to the
difference between the unitholders amount realized and the
unitholders tax basis for the units sold. A
unitholders amount realized will be measured by the sum of
the cash or the fair market value of other property received by
him plus his share of our nonrecourse liabilities attributable
to the common units sold. Because the amount realized includes a
unitholders share of our nonrecourse liabilities, the gain
recognized on the sale of units could result in a tax liability
in excess of any cash received from the sale.
Prior distributions from us in excess of cumulative net taxable
income for a common unit that decreased a unitholders tax
basis in that common unit will, in effect, become taxable income
if the common unit is sold at a price greater than the
unitholders tax basis in that common unit, even if the
price received is less than his original cost.
Except as noted below, gain or loss recognized by a unitholder,
other than a dealer in units, on the sale or
exchange of a unit held for more than one year will generally be
taxable as capital gain or loss. Capital gain recognized by an
individual on the sale of units held more than 12 months
will generally be taxed at a maximum rate of 15% through
December 31, 2010 and 20% thereafter (absent legislation
extending the current rates). However, a portion of this gain or
loss, which will likely be substantial, will be separately
computed and taxed as ordinary income or loss under
Section 751 of the Internal Revenue Code to the extent
attributable to assets giving rise to depreciation recapture or
other unrealized receivables or to inventory
items we own. The term unrealized receivables
includes potential recapture items, including depreciation
recapture. Ordinary income attributable to unrealized
receivables, inventory items and depreciation recapture may
exceed net taxable gain realized on the sale of a unit and may
be recognized even if there is a net taxable loss realized on
the sale of a unit. Thus, a unitholder may recognize both
ordinary income and a capital loss upon a sale of units. Net
capital losses may offset capital gains and no more than $3,000
of ordinary income each year, in the case of individuals, and
may only be used to offset capital gains in the case of
corporations.
The IRS has ruled that a partner who acquires interests in a
partnership in separate transactions must combine those
interests and maintain a single adjusted tax basis for all those
interests. Upon a sale or other disposition of less than all of
those interests, a portion of that tax basis must be allocated
to the interests sold using an equitable
apportionment method, which generally means that the tax
basis allocated to the interest sold equals an amount that bears
the same relation to the partners tax basis in his entire
interest in the partnership as the value of the interest sold
bears to the value of the partners entire interest in the
partnership. Treasury Regulations under
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Section 1223 of the Internal Revenue Code allow a selling
unitholder who can identify common units transferred with an
ascertainable holding period to elect to use the actual holding
period of the common units transferred. Thus, according to the
ruling, a common unitholder will be unable to select high or low
basis common units to sell as would be the case with corporate
stock, but, according to the Treasury Regulations, may designate
specific common units sold for purposes of determining the
holding period of units transferred. A unitholder electing to
use the actual holding period of common units transferred must
consistently use that identification method for all subsequent
sales or exchanges of common units. A unitholder considering the
purchase of additional units or a sale of common units purchased
in separate transactions is urged to consult his tax advisor as
to the possible consequences of this ruling and application of
the Treasury Regulations.
Specific provisions of the Internal Revenue Code affect the
taxation of some financial products and securities, including
partnership interests, by treating a taxpayer as having sold an
appreciated partnership interest, one in which gain
would be recognized if it were sold, assigned or terminated at
its fair market value, if the taxpayer or related persons
enter(s) into:
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a short sale;
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an offsetting notional principal contract; or
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a futures or forward contract with respect to the partnership
interest or substantially identical property.
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Moreover, if a taxpayer has previously entered into a short
sale, an offsetting notional principal contract or a futures or
forward contract with respect to the partnership interest, the
taxpayer will be treated as having sold that position if the
taxpayer or a related person then acquires the partnership
interest or substantially identical property. The Secretary of
the Treasury is also authorized to issue regulations that treat
a taxpayer that enters into transactions or positions that have
substantially the same effect as the preceding transactions as
having constructively sold the financial position.
Allocations
Between Transferors and Transferees
In general, our taxable income or loss will be determined
annually, will be prorated on a monthly basis and will be
subsequently apportioned among the unitholders in proportion to
the number of units owned by each of them as of the opening of
the applicable exchange on the first business day of the month,
which we refer to in this discussion as the Allocation
Date. However, gain or loss realized on a sale or other
disposition of our assets other than in the ordinary course of
business will be allocated among the unitholders on the
Allocation Date in the month in which that gain or loss is
recognized. As a result, a unitholder transferring units may be
allocated income, gain, loss and deduction realized after the
date of transfer.
The use of this method may not be permitted under existing
Treasury Regulations. Accordingly, Andrews Kurth LLP is unable
to opine on the validity of this method of allocating income and
deductions between unitholders. We use this method because it is
not administratively feasible to make these allocations on a
more frequent basis. If this method is not allowed under the
Treasury Regulations, or only applies to transfers of less than
all of the unitholders interest, our taxable income or
losses might be reallocated among the unitholders. We are
authorized to revise our method of allocation between
unitholders, as well as among unitholders whose interests vary
during a taxable year, to conform to a method permitted under
future Treasury Regulations.
A unitholder who owns units at any time during a quarter and who
disposes of them prior to the record date set for a cash
distribution for that quarter will be allocated items of our
income, gain, loss and deductions attributable to that quarter
but will not be entitled to receive that cash distribution.
Notification
Requirements
A unitholder who sells any of his units, other than through a
broker, generally is required to notify us in writing of that
sale within 30 days after the sale (or, if earlier, January
15 of the year following the sale). A purchaser of units who
purchases units from another unitholder is generally required to
notify us in writing of that purchase within 30 days after
the purchase. We are required to notify the IRS of that
transaction and to furnish specified information to the
transferor and transferee. Failure to notify us of a transfer of
units may, in some cases, lead to the imposition of
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penalties. However, these reporting requirements do not apply to
a sale by an individual who is a citizen of the United States
and who effects the sale or exchange through a broker who will
satisfy such requirements.
Constructive
Termination
We will be considered to have been terminated for tax purposes
if there are sales or exchanges which, in the aggregate,
constitute 50% or more of the total interests in our capital and
profits within a
12-month
period. A constructive termination results in the closing of our
taxable year for all unitholders. In the case of a unitholder
reporting on a taxable year different from our taxable year, the
closing of our taxable year may result in more than
12 months of our taxable income or loss being includable in
his taxable income for the year of termination. A constructive
termination occurring on a date other than December 31 will
result in us filing two tax returns for one fiscal year and the
cost of preparation of these returns will be borne by all
unitholders. We would be required to make new tax elections
after a termination, including a new election under
Section 754 of the Internal Revenue Code, and a termination
would result in a deferral of our deductions for depreciation. A
termination could also result in penalties if we were unable to
determine that the termination had occurred. Moreover, a
termination might either accelerate the application of, or
subject us to, any tax legislation enacted before the
termination.
Uniformity
of Units
Because we cannot match transferors and transferees of units, we
must maintain uniformity of the economic and tax characteristics
of the units to a purchaser of these units. In the absence of
uniformity, we may be unable to completely comply with a number
of federal income tax requirements, both statutory and
regulatory. A lack of uniformity can result from a literal
application of Treasury
Regulation Section 1.167(c)-1(a)(6).
Any non-uniformity could have a negative impact on the value of
the units. Please read Tax Consequences of
Unit Ownership Section 754 Election.
We intend to depreciate the portion of a Section 743(b)
adjustment attributable to unrealized appreciation in the value
of Contributed Property, to the extent of any unamortized
Book-Tax Disparity, using a rate of depreciation or amortization
derived from the depreciation or amortization method and useful
life applied to the unamortized Book-Tax Disparity of that
property, or treat that portion as nonamortizable, to the extent
attributable to property which is not amortizable, consistent
with the Treasury Regulations under Section 743 of the
Internal Revenue Code, even though that position may be
inconsistent with Treasury Regulation Section
1.167(c)-1(a)(6), which is not expected to directly apply to a
material portion of our assets. Please read
Tax Consequences of Unit Ownership
Section 754 Election. To the extent that the
Section 743(b) adjustment is attributable to appreciation
in value in excess of the unamortized Book-Tax Disparity, we
will apply the rules described in the Treasury Regulations and
legislative history. If we determine that this position cannot
reasonably be taken, we may adopt a depreciation and
amortization position under which all purchasers acquiring units
in the same month would receive depreciation and amortization
deductions, whether attributable to a common basis or
Section 743(b) adjustment, based upon the same applicable
rate as if they had purchased a direct interest in our property.
If this position is adopted, it may result in lower annual
depreciation and amortization deductions than would otherwise be
allowable to some unitholders and risk the loss of depreciation
and amortization deductions not taken in the year that these
deductions are otherwise allowable. This position will not be
adopted if we determine that the loss of depreciation and
amortization deductions will have a material adverse effect on
the unitholders. If we choose not to utilize this aggregate
method, we may use any other reasonable depreciation and
amortization method to preserve the uniformity of the intrinsic
tax characteristics of any units that would not have a material
adverse effect on the unitholders. Our counsel, Andrews Kurth
LLP, is unable to opine on the validity of any of these
positions. The IRS may challenge any method of depreciating the
Section 743(b) adjustment described in this paragraph. If
this challenge were sustained, the uniformity of units might be
affected, and the gain from the sale of units might be increased
without the benefit of additional deductions. Please read
Disposition of Common Units
Recognition of Gain or Loss.
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Tax-Exempt
Organizations and Other Investors
Ownership of units by employee benefit plans, other tax-exempt
organizations, non-resident aliens, foreign corporations and
other foreign persons raises issues unique to those investors
and, as described below, may have substantially adverse tax
consequences to them.
Employee benefit plans and most other organizations exempt from
federal income tax, including individual retirement accounts and
other retirement plans, are subject to federal income tax on
unrelated business taxable income. Virtually all of our income
allocated to a unitholder that is a tax-exempt organization will
be unrelated business taxable income and will be taxable to them.
Non-resident aliens and foreign corporations, trusts or estates
that own units will be considered to be engaged in business in
the United States because of the ownership of units. As a
consequence, they will be required to file federal tax returns
to report their share of our income, gain, loss or deduction and
pay federal income tax at regular rates on their share of our
net income or gain. Moreover, under rules applicable to publicly
traded partnerships, we will withhold tax at the highest
applicable effective tax rate from cash distributions made
quarterly to foreign unitholders. Each foreign unitholder must
obtain a taxpayer identification number from the IRS and submit
that number to our transfer agent on a
Form W-8BEN
or applicable substitute form in order to obtain credit for
these withholding taxes. A change in applicable law may require
us to change these procedures.
In addition, because a foreign corporation that owns units will
be treated as engaged in a United States trade or business, that
corporation may be subject to the United States branch profits
tax at a rate of 30%, in addition to regular federal income tax,
on its share of our income and gain, as adjusted for changes in
the foreign corporations U.S. net equity,
that is effectively connected with the conduct of a United
States trade or business. That tax may be reduced or eliminated
by an income tax treaty between the United States and the
country in which the foreign corporate unitholder is a
qualified resident. In addition, this type of
unitholder is subject to special information reporting
requirements under Section 6038C of the Internal Revenue
Code.
Under a ruling of the IRS, a foreign unitholder who sells or
otherwise disposes of a unit will be subject to federal income
tax on gain realized on the sale or disposition of that unit to
the extent that this gain is effectively connected with a United
States trade or business of the foreign unitholder. Because a
foreign unitholder is considered to be engaged in a trade or
business in the United States by virtue of the ownership of the
common units, under this ruling, a foreign unitholder who sells
or otherwise disposes of a common unit generally will be subject
to federal income tax on gain realized on the sale or other
disposition of the common units. Apart from the ruling, a
foreign unitholder will not be taxed or subject to withholding
upon the sale or disposition of a unit if he has owned less than
5% in value of the units during the five-year period ending on
the date of the disposition and if the units are regularly
traded on an established securities market at the time of the
sale or disposition.
Administrative
Matters
Information
Returns and Audit Procedures
We intend to furnish to each unitholder, within 90 days
after the close of each taxable year, specific tax information,
including a
Schedule K-1,
which describes each unitholders share of our income,
gain, loss and deduction for our preceding taxable year. In
preparing this information, which will not be reviewed by
counsel, we will take various accounting and reporting
positions, some of which have been mentioned earlier, to
determine each unitholders share of income, gain, loss and
deduction. We cannot assure you that those positions will in all
cases yield a result that conforms to the requirements of the
Internal Revenue Code, Treasury Regulations or administrative
interpretations of the IRS. Neither we nor Andrews Kurth LLP can
assure prospective unitholders that the IRS will not
successfully contend in court that those positions are
impermissible. Any challenge by the IRS could negatively affect
the value of the units.
The IRS may audit our federal income tax information returns.
Adjustments resulting from an IRS audit may require each
unitholder to adjust a prior years tax liability, and
possibly may result in an audit of his return.
Any audit of a unitholders return could result in
adjustments not related to our returns as well as those related
to our returns.
48
Partnerships generally are treated as separate entities for
purposes of federal tax audits, judicial review of
administrative adjustments by the IRS and tax settlement
proceedings. The tax treatment of partnership items of income,
gain, loss and deduction are determined in a partnership
proceeding rather than in separate proceedings with the
partners. The Internal Revenue Code requires that one partner be
designated as the Tax Matters Partner for these
purposes. The partnership agreement names our general partner as
our Tax Matters Partner.
The Tax Matters Partner will make some elections on our behalf
and on behalf of unitholders. In addition, the Tax Matters
Partner can extend the statute of limitations for assessment of
tax deficiencies against unitholders for items in our returns.
The Tax Matters Partner may bind a unitholder with less than a
1% profits interest in us to a settlement with the IRS unless
that unitholder elects, by filing a statement with the IRS, not
to give that authority to the Tax Matters Partner. The Tax
Matters Partner may seek judicial review, by which all the
unitholders are bound, of a final partnership administrative
adjustment and, if the Tax Matters Partner fails to seek
judicial review, judicial review may be sought by any unitholder
having at least a 1% interest in profits or by any group of
unitholders having in the aggregate at least a 5% interest in
profits. However, only one action for judicial review will go
forward, and each unitholder with an interest in the outcome may
participate in that action.
A unitholder must file a statement with the IRS identifying the
treatment of any item on his federal income tax return that is
not consistent with the treatment of the item on our return.
Intentional or negligent disregard of this consistency
requirement may subject a unitholder to substantial penalties.
Nominee
Reporting
Persons who hold an interest in us as a nominee for another
person are required to furnish to us:
(a) the name, address and taxpayer identification number of
the beneficial owner and the nominee,
(b) whether the beneficial owner is:
(1) a person that is not a United States person
(2) a foreign government, an international organization or
any wholly owned agency or instrumentality of either of the
foregoing; or
(3) a tax-exempt entity;
(c) the amount and description of units held, acquired or
transferred for the beneficial owner; and
(d) specific information including the dates of
acquisitions and transfers, means of acquisitions and transfers,
and acquisition cost for purchases, as well as the amount of net
proceeds from sales.
Brokers and financial institutions are required to furnish
additional information, including whether they are United States
persons and specific information on units they acquire, hold or
transfer for their own account. A penalty of $50 per failure, up
to a maximum of $100,000 per calendar year, is imposed by the
Internal Revenue Code for failure to report that information to
us. The nominee is required to supply the beneficial owner of
the units with the information furnished to us.
Accuracy-Related
Penalties
An additional tax equal to 20% of the amount of any portion of
an underpayment of tax that is attributable to one or more
specified causes, including negligence or disregard of rules or
regulations, substantial understatements of income tax and
substantial valuation misstatements, is imposed by the Internal
Revenue Code. No penalty will be imposed, however, for any
portion of an underpayment if it is shown that there was a
reasonable cause for that portion and that the taxpayer acted in
good faith regarding that portion.
For individuals, a substantial understatement of income tax in
any taxable year exists if the amount of the understatement
exceeds the greater of 10% of the tax required to be shown on
the return for the taxable year or $5,000. The amount of any
understatement subject to penalty generally is reduced if any
portion is attributable to a position adopted on the return:
(a) for which there is, or was, substantial
authority; or
(b) as to which there is a reasonable basis if the
pertinent facts of that position are adequately disclosed on the
return.
49
If any item of income, gain, loss or deduction included in the
distributive shares of unitholders might result in that kind of
an understatement of income for which no
substantial authority exists, we must disclose the
pertinent facts on our return. In addition, we will make a
reasonable effort to furnish sufficient information for
unitholders to make adequate disclosure on their returns and to
take other actions as may be appropriate to permit unitholders
to avoid liability for this penalty. More stringent rules apply
to tax shelters which we do not believe includes us.
A substantial valuation misstatement exists if (a) the
value of any property, or the tax basis of any property, claimed
on a tax return is 150% or more of the amount determined to be
the correct amount of the valuation or tax basis, (b) the
price for any property or services (or for the use of property)
claimed on any such return with respect to any transaction
between persons described in Internal Revenue Code
Section 482 is 200% or more (or 50% or less) of the amount
determined under Section 482 to be the correct amount of
such price, or (c) the net Internal Revenue Code
Section 482 transfer price adjustment for the taxable year
exceeds the lesser of $5 million or 10% of the
taxpayers gross receipts. No penalty is imposed unless the
portion of the underpayment attributable to a substantial
valuation misstatement exceeds $5,000 ($10,000 for most
corporations). The penalty is increased to 40% in the event of a
gross valuation misstatement. We do not anticipate making any
valuation misstatements.
Reportable
Transactions
If we were to engage in a reportable transaction, we
(and possibly you and others) would be required to make a
detailed disclosure of the transaction to the IRS. A transaction
may be a reportable transaction based upon any of several
factors, including the fact that it is a type of tax avoidance
transaction publicly identified by the IRS as a listed
transaction or a transaction of interest or
that it produces certain kinds of losses in excess of
$2 million in any single year, or $4 million in any
combination of six successive tax years. Our participation in a
reportable transaction could increase the likelihood that our
federal income tax information return (and possibly your tax
return) would be audited by the IRS. Please read
Information Returns and Audit Procedures
above.
Moreover, if we were to participate in a reportable transaction
with a significant purpose to avoid or evade tax, or in any
listed transaction, you may be subject to the following
provisions of the American Jobs Creation Act of 2004:
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accuracy-related penalties with a broader scope, significantly
narrower exceptions, and potentially greater amounts than
described above at Accuracy-Related
Penalties,
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for those persons otherwise entitled to deduct interest on
federal tax deficiencies, nondeductibility of interest on any
resulting tax liability, and
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in the case of a listed transaction, an extended statute of
limitations.
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We do not expect to engage in any reportable
transactions.
State,
Local, Foreign and Other Tax Considerations
In addition to federal income taxes, you likely will be subject
to other taxes, such as state, local and foreign income taxes,
unincorporated business taxes, and estate, inheritance or
intangible taxes that may be imposed by the various
jurisdictions in which we do business or own property or in
which you are a resident. Although an analysis of those various
taxes is not presented here, each prospective unitholder should
consider their potential impact on his investment in us. We
currently own property or conduct business in a number of
states. Most of these states impose an income tax on
individuals, corporations and other entities. We may also own
property or do business in other jurisdictions in the future.
Although you may not be required to file a return and pay taxes
in some jurisdictions because your income from that jurisdiction
falls below the filing and payment requirement, you will be
required to file income tax returns and to pay income taxes in
many of the jurisdictions in which we do business or own
property and may be subject to penalties for failure to comply
with those requirements. In some jurisdictions, tax losses may
not produce a tax benefit in the year incurred and may not be
available to offset income in subsequent taxable years. Some
jurisdictions may require us, or we may elect, to withhold a
percentage of income from amounts to be distributed to a
unitholder who is not a resident of the jurisdiction.
Withholding, the amount of which may be greater or less than a
particular unitholders income tax liability to the
jurisdiction, generally does not relieve a
50
nonresident unitholder from the obligation to file an income tax
return. Amounts withheld will be treated as if distributed to
unitholders for purposes of determining the amounts distributed
by us. Please read Tax Consequences of Unit
Ownership Entity-Level Collections. Based
on current law and our estimate of our future operations, our
general partner anticipates that any amounts required to be
withheld will not be material.
It is the responsibility of each unitholder to investigate
the legal and tax consequences, under the laws of pertinent
jurisdictions, of his investment in us. Accordingly, each
prospective unitholder is urged to consult, and depend on, his
own tax counsel or other advisor with regard to those matters.
Further, it is the responsibility of each unitholder to file all
state, local and foreign, as well as United States federal tax
returns, that may be required of him. Andrews Kurth LLP has not
rendered an opinion on the state, local or foreign tax
consequences of an investment in us.
Tax
Consequences of Ownership of Debt Securities
A description of the material federal income tax consequences of
the acquisition, ownership and disposition of debt securities
will be set forth in the prospectus supplement relating to the
offering of debt securities.
INVESTMENT
IN WILLIAMS PARTNERS L.P. BY EMPLOYEE BENEFIT PLANS
An investment in us by an employee benefit plan is subject to
additional considerations because the investments of these plans
are usually subject to the fiduciary responsibility and
prohibited transaction provisions of ERISA and may also be
subject to similar or additional restrictions imposed by the
Internal Revenue Code. For these purposes the term
employee benefit plan includes, but is not limited
to, qualified pension, profit-sharing and stock bonus plans,
so-called Keogh plans, simplified employee pension
plans, tax deferred annuities or IRAs, and trusts that fund
medical and other benefits for employees. Among other things,
consideration should be given to:
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whether the investment is consistent with the requirements of
Section 404 of ERISA, which include that plan investments
(i) must be solely in the interest of participants and
beneficiaries, (ii) must be prudent, (iii) must
consider diversification of the plans assets, and
(iv) must be consistent with the plans governing
documents;
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whether the investment is consistent with the requirements of
the Internal Revenue Code, or will result in recognition of
unrelated business taxable income by the plan and, if so, the
potential after-tax investment return. Please read
Material Tax Considerations Tax-Exempt
Organizations and Other Investors.
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The person with investment discretion with respect to the assets
of an employee benefit plan, often called a fiduciary, should
determine whether an investment in us is authorized by the
appropriate governing instrument and is a proper investment for
the plan.
Section 406 of ERISA and Section 4975 of the Internal
Revenue Code prohibit employee benefit plans and IRAs from
engaging in specified transactions involving plan
assets with parties that are parties in
interest (under ERISA) or disqualified persons
(under the Internal Revenue Code) with respect to the plan.
These transactions are called prohibited
transactions, and could result in fiduciary liability and
other monetary penalties.
In addition to considering whether the purchase of common units
is a prohibited transaction, a fiduciary of an employee benefit
plan should consider whether the plan will, by investing in us,
be deemed to own an undivided interest in our assets, with the
result that our operations would be subject to the regulatory
restrictions of ERISA. For this purpose, the Department of Labor
regulations provide guidance with respect to whether the assets
of an entity in which employee benefit plans acquire equity
interests would be deemed plan assets under some
circumstances. Under these regulations, an entitys assets
would not be considered to be plan assets if, among
other things:
(a) the equity interests acquired by employee benefit plans
are publicly offered securities i.e., the equity
interests are widely held by 100 or more investors independent
of the issuer and each other, freely transferable and registered
under some provisions of the federal securities laws;
51
(b) the entity is an operating
company, i.e., it is primarily engaged in the
production or sale of a product or service other than the
investment of capital either directly or through a
majority-owned subsidiary or subsidiaries; or
(c) there is no significant investment by benefit plan
investors, which is defined to mean that less than 25% of the
value of each class of equity interest are held by employee
benefit plans (as defined in Section 3(3) of ERISA) subject
to Part 4 of Title I of ERISA, any plan to which
Section 4975 of the Internal Revenue Code applies, and any
entity whose underlying assets include plan assets by reason of
a plans investment in such entity.
Our assets should not be considered plan assets
under these regulations because it is expected that the
investment will satisfy the requirements in (a) above.
Plan fiduciaries contemplating a purchase of common units should
consult with their own counsel regarding the consequences under
ERISA and the Internal Revenue Code in light of the serious
penalties imposed on persons who engage in prohibited
transactions or other violations
PLAN OF
DISTRIBUTION
We may sell the securities being offered hereby directly to
purchasers, through agents, through underwriters or through
dealers.
We, or agents designated by us, may directly solicit, from time
to time, offers to purchase the securities. Any such agent may
be deemed to be an underwriter as that term is defined in the
Securities Act. We will name the agents involved in the offer or
sale of the securities and describe any commissions payable by
us to these agents in the prospectus supplement. These agents
may act on a best efforts basis for the period of their
appointment. The agents may be entitled under agreements they
may enter into with us to indemnification by us against
specified civil liabilities, including liabilities under the
Securities Act. The agents may also be our customers or may
engage in transactions with or perform services for us in the
ordinary course of business.
If we use any underwriters in the sale of the securities in
respect of which this prospectus is delivered, we will enter
into an underwriting agreement with those underwriters at the
time of sale to them. We will set forth the names of the
underwriters and the terms of the transaction in a prospectus
supplement, which will be used by the underwriters to make
resales of the securities in respect of which this prospectus is
delivered to the public. We may indemnify the underwriters under
the underwriting agreement against specified liabilities,
including liabilities under the Securities Act. The underwriters
may also be our customers or may engage in transactions with or
perform services for us in the ordinary course of business.
If we use a dealer in the sale of the securities in respect of
which this prospectus is delivered, we will sell those
securities to the dealer, as principal. The dealer may then
resell those securities to the public at varying prices to be
determined by the dealer at the time of resale. We may indemnify
the dealers against specified liabilities, including liabilities
under the Securities Act. The dealers may also be our customers
or may engage in transactions with or perform services for us in
the ordinary course of business.
We may also sell common units and debt securities directly. In
this case, no underwriters or agents would be involved. We may
use electronic media, including the Internet, to sell offered
securities directly.
We will fix the price or prices of our securities at:
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market prices prevailing at the time of sale;
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prices related to market prices; or
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negotiated prices.
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The aggregate maximum compensation the underwriters will receive
in connection with the sale of any securities under this
prospectus and the registration statement of which it forms a
part will not exceed 10% of the gross proceeds from the sale.
52
Because the Financial Industry Regulatory Authority (FINRA)
views our common units as interests in a direct participation
program, any offering of common units under the registration
statement of which this prospectus forms a part will be made in
compliance with FINRA Conduct Rule 2310.
To the extent required, this prospectus may be amended or
supplemented from time to time to describe a particular plan of
distribution. The place and time of delivery for the securities
in respect of which this prospectus is delivered will be set
forth in the accompanying prospectus supplement.
In connection with offerings of securities under the
registration statement, of which this prospectus forms a part,
and in compliance with applicable law, underwriters, brokers or
dealers may engage in transactions that stabilize or maintain
the market price of the securities at levels above those that
might otherwise prevail in the open market. Specifically,
underwriters, brokers or dealers may over-allot in connection
with offerings, creating a short position in the securities for
their own accounts. For the purpose of covering a syndicate
short position or stabilizing the price of the securities, the
underwriters, brokers or dealers may place bids for the
securities or effect purchases of the securities in the open
market. Finally, the underwriters may impose a penalty whereby
selling concessions allowed to syndicate members or other
brokers or dealers for distribution of the securities in
offerings may be reclaimed by the syndicate if the syndicate
repurchases previously distributed securities in transactions to
cover short positions, in stabilization transactions or
otherwise. These activities may stabilize, maintain or otherwise
affect the market price of the securities, which may be higher
than the price that might otherwise prevail in the open market,
and, if commenced, may be discontinued at any time.
LEGAL
MATTERS
Unless otherwise specified in the prospectus supplement
accompanying this prospectus Andrews Kurth LLP will provide
opinions regarding the authorization and validity of the
securities for us, and for any underwriter or agent by counsel
as named in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Williams Partners L.P.
for the year ended December 31, 2008, appearing in our
Current Report on
Form 8-K
filed on October 28, 2009, and the effectiveness of
Williams Partners L.P.s internal control over financial
reporting as of December 31, 2008, appearing in our Annual
Report on
Form 10-K,
have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their reports
thereon included therein and incorporated herein by reference,
and are incorporated herein by reference in reliance upon such
reports given on the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of Discovery Producer
Services LLC for the year ended December 31, 2008,
appearing in our Annual Report on
Form 10-K
for the year ended December 31, 2008, have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included
therein and incorporated herein by reference, and are
incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and
auditing.
The financial statements of Wamsutter LLC for the year ended
December 31, 2008, appearing in our Annual Report on
Form 10-K
for the year ended December 31, 2008, have been audited by
Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein
by reference, and are incorporated herein by reference in
reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
The consolidated balance sheet of Williams Partners GP LLC as of
December 31, 2008, appearing in our Current Report on
Form 8-K
filed on October 28, 2009, has been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included
therein and incorporated herein by reference, and is
incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and
auditing.
53
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following table sets forth the estimated fees and expenses
payable by us in connection with the offering of the securities
being registered, other than discounts and commissions.
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Securities and Exchange Commission registration fee
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$
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*
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Printing expenses
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$
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**
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Legal fees and expenses
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$
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**
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Accounting fees and expenses
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$
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**
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Transfer agent fees and expenses
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$
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**
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Rating agency fees
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$
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**
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Trustees fees and expense
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$
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**
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Miscellaneous
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$
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**
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Total
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$
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*
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* |
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In accordance with Rules 456(b) and 457(r), the registrant
is deferring payment of all of the registration fee. |
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These fees are calculated based on the securities offered and
the number of issuances and accordingly cannot be estimated at
this time. |
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Item 15.
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Indemnification
of Directors and Officers.
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Each of Williams Partners L.P., Williams Operating, Carbonate
Trend, Mid-Continent and Four Corners has no employees, officers
or directors, but is managed and operated by the employees,
officers and directors of Williams Partners L.P.s general
partner, Williams Partners GP LLC, and its affiliates.
The section of the prospectus entitled The Partnership
Agreement Indemnification discloses that
Williams Partners L.P. will generally indemnify officers,
directors and affiliates of its general partner to the fullest
extent permitted by the law against all losses, claims, damages
or similar events and is incorporated herein by this reference.
Section 17-108
of the Delaware Revised Uniform Limited Partnership Act provides
that, subject to such standards and restrictions, if any, as are
set forth in its partnership agreement, a Delaware limited
partnership may, and shall have the power to, indemnify and hold
harmless any partner or other person from and against any and
all claims and demands whatsoever.
Section 18-108
of the Delaware Limited Liability Company Act provides that,
subject to such standards and restrictions, if any, as are set
forth in its limited liability company agreement, a Delaware
limited liability company may, and shall have the power to,
indemnify and hold harmless any member or manager or other
person from and against any and all claims and demands
whatsoever.
The amended and restated limited liability company agreement of
Williams Partners GP LLC contains the following provisions
relating to indemnification of, among others, its officers and
directors:
Section 10.01 Indemnification. To
the fullest extent permitted by law but subject to the
limitations expressly provided in this Agreement, all
Indemnitees shall be indemnified and held harmless by the
Company from and against any and all losses, claims, damages,
liabilities, joint or several, expenses (including legal fees
and expenses), judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims,
demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as an Indemnitee; provided,
that the Indemnitee shall not be indemnified and held harmless
if there has been a final and non-appealable judgment entered by
a court of competent jurisdiction determining that, in respect
of the matter for which the Indemnitee is seeking
indemnification pursuant to this Section 10.01, the
Indemnitee acted in bad faith or engaged in fraud or willful
misconduct or, in the case of a criminal matter, acted with
knowledge that the
II-1
Indemnitees conduct was unlawful. Any indemnification
pursuant to this Section 10.01 shall be made only out of
the assets of the Company, it being agreed that the Members
shall not be liable for such indemnification and shall have no
obligation to contribute or loan any monies or property to the
Company to enable it to effectuate such indemnification.
(b) To the fullest extent permitted by law, expenses
(including legal fees and expenses) incurred by an Indemnitee
who is indemnified pursuant to Section 10.01(a) in
defending any claim, demand, action, suit or proceeding shall,
from time to time, be advanced by the Company prior to a
determination that the Indemnitee is not entitled to be
indemnified upon receipt by the Company of any undertaking by or
on behalf of the Indemnitee to repay such amount if it shall be
determined that the Indemnitee is not entitled to be indemnified
as authorized in this Section 10.01.
(c) The indemnification provided by this Section 10.01
shall be in addition to any other rights to which an Indemnitee
may be entitled under any agreement, as a matter of law or
otherwise, both as to actions in the Indemnitees capacity
as an Indemnitee and as to actions in any other capacity, and
shall continue as to an Indemnitee who has ceased to serve in
such capacity and shall inure to the benefit of the heirs,
successors, assigns and administrators of the Indemnitee.
(d) The Company may purchase and maintain insurance on
behalf of the Company, its Affiliates and such other Persons as
the Company shall determine, against any liability that may be
asserted against, or expense that may be incurred by, such
Person in connection with the Companys activities or such
Persons activities on behalf of the Company, regardless of
whether the Company would have the power to indemnify such
Person against such liability under the provisions of this
Agreement.
(e) For purposes of this Section 10.01, (i) the
Company shall be deemed to have requested an Indemnitee to serve
as fiduciary of an employee benefit plan whenever the
performance by it of its duties to the Company also imposes
duties on, or otherwise involves services by, it to the plan or
participants or beneficiaries of the plan; (ii) excise
taxes assessed on an Indemnitee with respect to an employee
benefit plan pursuant to applicable law shall constitute
fines within the meaning of Section 10.01(a);
and (iii) action taken or omitted by the Indemnitee with
respect to any employee benefit plan in the performance of its
duties for a purpose reasonably believed by it to be in the best
interest of the participants and beneficiaries of the plan shall
be deemed to be for a purpose that is in the best interests of
the Company.
(f) An Indemnitee shall not be denied indemnification in
whole or in part under this Section 10.01 because the
Indemnitee had an interest in the transaction with respect to
which the indemnification applies if the transaction was
otherwise permitted by the terms of this Agreement.
(g) The provisions of this Section 10.01 are for the
benefit of the Indemnitees, their heirs, successors, assigns and
administrators and shall not be deemed to create any rights for
the benefit of any other Persons.
(h) No amendment, modification or repeal of this
Section 10.01 or any provision hereof shall in any manner
terminate, reduce or impair the right of any past, present or
future Indemnitee to be indemnified by the Company, nor the
obligations of the Company to indemnify any such Indemnitee
under and in accordance with the provisions of this
Section 10.01 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising
from or relating to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of
when such claims may arise or be asserted.
Section 10.02 Liability
of Indemnitees.
(a) Notwithstanding anything to the contrary set forth in
this Agreement, no Indemnitee shall be liable for monetary
damages to the Company or any other Persons who have acquired
membership interests in the Company, for losses sustained or
liabilities incurred as a result of any act or omission of an
Indemnitee unless there has been a final and non-appealable
judgment entered by a court of competent jurisdiction
determining that, in respect of the matter in question, the
Indemnitee acted in bad faith or engaged in fraud or willful
misconduct or, in the case of a criminal matter, acted with
knowledge that the Indemnitees conduct was criminal.
(b) To the extent that, at law or in equity, an Indemnitee
has duties (including fiduciary duties) and liabilities relating
thereto to the Company, such Indemnitee acting in connection
with the Companys business or affairs shall
II-2
not be liable to the Company or to any Member for its good faith
reliance on the provisions of this Agreement. The provisions of
this Agreement, to the extent that they restrict or otherwise
modify the duties and liabilities of an Indemnitee otherwise
existing at law or in equity, are agreed by the Members to
replace such other duties and liabilities of such Indemnitee.
(c) Any amendment, modification or repeal of this
Section 10.02 or any provision hereof shall be prospective
only and shall not in any way affect the limitations on the
liability of the Indemnitees under this Section 10.02 as in
effect immediately prior to such amendment, modification or
repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise
or be asserted.
Under the underwriting agreement(s) to be entered into in
connection with the offering of securities pursuant to this
registration statement, the underwriters will be obligated,
under certain circumstances and as applicable, to indemnify
directors and officers of Williams Partners GP LLC against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended. Reference is made to the form of
underwriting agreement filed as Exhibit 1.1 hereto.
Williams has purchased insurance designed to protect Williams
Partners L.P. and the directors and officers of Williams
Partners GP LLC against losses arising from certain claims,
including claims under the Securities Act of 1933, as amended.
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Exhibit
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Number
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Description
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1
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.1*
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Form of Underwriting Agreement.
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2
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.1#§
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Purchase and Sale Agreement, dated April 6, 2006, by and
among Williams Energy Services, LLC, Williams Field Services
Group, LLC, Williams Field Services Company, LLC, Williams
Partners GP LLC, Williams Partners L.P. and Williams Partners
Operating LLC (attached as Exhibit 2.1 to Williams Partners
L.P.s
Form 8-K
(File
No. 001-32599)
filed with the SEC on April 7, 2006).
|
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2
|
.2#§
|
|
|
|
Purchase and Sale Agreement, dated November 16, 2006, by
and among Williams Energy Services, LLC, Williams Field Services
Group, LLC, Williams Field Services Company, LLC, Williams
Partners GP LLC, Williams Partners L.P. and Williams Partners
Operating LLC (attached as Exhibit 2.1 to Williams Partners
L.P.s current report on
Form 8-K
(File
001-32599)
filed with the SEC on November 21, 2006).
|
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2
|
.3#§
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|
Purchase and Sale Agreement, dated June 20, 2007, by and
among Williams Energy, L.L.C., Williams Energy Services, LLC and
Williams Partners Operating LLC (attached as Exhibit 2.1 to
Williams Partners L.P.s current report on
Form 8-K
(File
No. 001-32599)
filed with the SEC on June 25, 2007).
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2
|
.4#§
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|
|
|
Purchase and Sale Agreement, dated November 30, 2007, by
and among Williams Energy Services, LLC, Williams Field Services
Group, LLC, Williams Field Services Company, LLC, Williams
Partners GP LLC, Williams Partners L.P. and Williams Partners
Operating LLC (attached as Exhibit 2.1 to Williams Partners
L.P.s current report on
Form 8-K
(File
No. 001-32599)
filed with the SEC on December 3, 2007).
|
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4
|
.1§
|
|
|
|
Certificate of Limited Partnership of Williams Partners L.P.
(attached as Exhibit 3.1 to Williams Partners L.P.s
registration statement on
Form S-1
(File
No. 333-124517)
filed with the SEC on May 2, 2005).
|
|
4
|
.2§
|
|
|
|
Amended and Restated Agreement of Limited Partnership of
Williams Partners L.P. (including form of common unit
certificate), as amended by Amendments Nos. 1, 2, 3, 4 and 5
(attached as Exhibit 3.3 to Williams Partners L.P.s
quarterly report on
Form 10-Q
(File
No. 001-32599)
filed with the SEC on April 30, 2009).
|
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4
|
.3§
|
|
|
|
Certificate of Formation of Williams Partners GP LLC (attached
as Exhibit 3.3 to Williams Partners L.P.s
registration statement on
Form S-1
(File
No. 333-124517)
filed on May 2, 2005).
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4
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.4§
|
|
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|
Amended and Restated Limited Liability Company Agreement of
Williams Partners GP LLC (attached as Exhibit 3.2 to
Williams Partners L.P.s current report on
Form 8-K
(File
No. 001-32599)
filed on August 26, 2005).
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II-3
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Exhibit
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Number
|
|
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|
Description
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4
|
.5§
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|
Indenture, dated June 20, 2006, by and among Williams
Partners L.P., Williams Partners Finance Corporation and
JPMorgan Chase Bank, N.A. (attached as Exhibit 4.1 to
Williams Partners L.P.s current report on
Form 8-K
(File
No. 001-32599)
filed with the SEC on June 20, 2006).
|
|
4
|
.6§
|
|
|
|
Form of
71/2% Senior
Note due 2011 (included as Exhibit 1 to
Rule 144A/Regulation S Appendix of Exhibit 4.1
attached to Williams Partners L.P.s current report on
Form 8-K
(File
No. 001-32599)
filed with the SEC on June 20, 2006).
|
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4
|
.7§
|
|
|
|
Indenture, dated December 13, 2006, by and among Williams
Partners L.P., Williams Partners Finance Corporation and The
Bank of New York (attached as Exhibit 4.1 to Williams
Partners L.P.s current report on
Form 8-K
(File
No. 001-32599)
filed with the SEC on December 19, 2006).
|
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4
|
.8§
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|
|
|
Form of 71/4% Senior Note due 2017 (included as
Exhibit 1 to Rule 144A/Regulation S Appendix of
Exhibit 4.1 attached to Williams Partners L.P. current
report on
Form 8-K
(File
No. 001-32599)
filed with the SEC on December 19, 2006).
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4
|
.9
|
|
|
|
Form of Indenture.
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4
|
.10*
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|
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Form of Debt Securities.
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5
|
.1
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|
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|
Opinion of Andrews Kurth LLP as to the legality of the
securities being registered.
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|
8
|
.1
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|
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Opinion of Andrews Kurth LLP relating to tax matters.
|
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12
|
.1
|
|
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed
Charges for the years ended December 31, 2004, 2005, 2006,
2007 and 2008 and the six months ended June 30, 2009.
|
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23
|
.1
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|
|
|
Consent of Ernst & Young LLP.
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23
|
.2
|
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|
Consent of Ernst & Young LLP.
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|
23
|
.3
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Consent of Ernst & Young LLP.
|
|
23
|
.4
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|
|
|
Consent of Andrews Kurth LLP (contained in Exhibit 5.1
hereto).
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23
|
.5
|
|
|
|
Consent of Andrews Kurth LLP (contained in Exhibit 8.1
hereto).
|
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24
|
.1
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|
|
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Power of Attorney (included on signature pages hereto).
|
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25
|
.1
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|
|
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Statement of Eligibility of Trustee on
Form T-1
with respect to the Indenture.
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99
|
.1§
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|
|
Revised Selected Financial Data and Financial Statements and
Supplementary Data (attached as Exhibit 99.1 to Williams
Partners L.P.s current report on
Form 8-K
(File
No. 001-32599)
filed with the SEC on October 28, 2009).
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99
|
.2§
|
|
|
|
Revised Williams Partners GP LLC Consolidated Balance Sheet as
of December 31, 2008 and Williams Partners GP LLC
Consolidated Balance Sheet as of June 30, 2009 (attached as
Exhibit 99.2 to Williams Partners L.P.s current
report on
Form 8-K
(File
No. 001-32599)
filed with the SEC on October 28, 2009).
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Filed herewith. |
|
* |
|
To be filed as an exhibit to a current report on
Form 8-K
in connection with a specific offering. |
|
# |
|
Pursuant to Item 601(b)(2) of
Regulation S-K,
the Registrant agrees to furnish supplementally a copy of any
omitted exhibit or schedule to the SEC upon request. |
|
§ |
|
Each such exhibit has heretofore been filed with the SEC as part
of the filing indicated and is incorporated herein by reference. |
(a) The undersigned registrant hereby undertakes:
(1) To file, during, any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate,
II-4
represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
past-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement: and
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
II-5
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Tulsa, State of Oklahoma, on October 28, 2009.
Williams Partners L.P.
|
|
|
|
By:
|
Williams Partners GP LLC, its general partner
|
|
|
|
|
By:
|
/s/
Alan S. Armstrong
|
Alan S. Armstrong
Chief Operating Officer
POWER OF
ATTORNEY
The undersigned directors and officers of Williams Partners GP
LLC hereby constitute and appoint James J. Bender, La Fleur
C. Browne, William H. Gault and Tami L. Carson, each with full
power to act and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact and agents
with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including
post-effective amendments and amendments thereto) to this
registration statement and to file the same, with all exhibits
and other documents relating thereto and any registration
statement relating to any offering made pursuant to this
registration statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act with the
Securities and Exchange Commission and hereby ratify and confirm
all that such attorney-in-fact or his substitute shall lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Steven
J. Malcolm
Steven
J. Malcolm
|
|
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Donald
R. Chappel
Donald
R. Chappel
|
|
Chief Financial Officer and Director (Principal Financial
Officer)
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Ted
T. Timmermans
Ted
T. Timmermans
|
|
Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Alan
S. Armstrong
Alan
S. Armstrong
|
|
Chief Operating Officer and Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ H.
Michael Krimbill
H.
Michael Krimbill
|
|
Director
|
|
October 28, 2009
|
II-7
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Bill
Z. Parker
Bill
Z. Parker
|
|
Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Alice
M. Peterson
Alice
M. Peterson
|
|
Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Rodney
J. Sailor
Rodney
J. Sailor
|
|
Director
|
|
October 28, 2009
|
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Tulsa, State of Oklahoma, on October 28, 2009.
GUARANTOR
Williams Partners
Operating LLC
|
|
|
|
By:
|
Williams Partners
L.P., its sole member
|
|
|
|
|
By:
|
Williams Partners
GP LLC, its general partner
|
|
|
|
|
By:
|
/s/ Alan
S. Armstrong
|
Alan S. Armstrong
Chief Operating Officer
POWER OF
ATTORNEY
The undersigned directors and officers of Williams Partners GP
LLC hereby constitute and appoint James J. Bender, La Fleur
C. Browne, William H. Gault and Tami L. Carson, each with full
power to act and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact and agents
with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including
post-effective amendments and amendments thereto) to this
registration statement and to file the same, with all exhibits
and other documents relating thereto and any registration
statement relating to any offering made pursuant to this
registration statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act with the
Securities and Exchange Commission and hereby ratify and confirm
all that such attorney-in-fact or his substitute shall lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Steven
J. Malcolm
Steven
J. Malcolm
|
|
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Donald
R. Chappel
Donald
R. Chappel
|
|
Chief Financial Officer and Director (Principal Financial
Officer)
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Ted
T. Timmermans
Ted
T. Timmermans
|
|
Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Alan
S. Armstrong
Alan
S. Armstrong
|
|
Chief Operating Officer and Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ H.
Michael Krimbill
H.
Michael Krimbill
|
|
Director
|
|
October 28, 2009
|
II-9
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Bill
Z. Parker
Bill
Z. Parker
|
|
Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Alice
M. Peterson
Alice
M. Peterson
|
|
Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Rodney
J. Sailor
Rodney
J. Sailor
|
|
Director
|
|
October 28, 2009
|
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrants certify that they have reasonable
grounds to believe that they meet all of the requirements for
filing on
Form S-3
and have duly caused this registration statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in
the City of Tulsa, State of Oklahoma, on October 28, 2009.
GUARANTORS
Carbonate Trend
Pipeline LLC
Mid-Continent Fractionation and Storage, LLC
Williams Four Corners LLC
|
|
|
|
By:
|
Williams Partners
Operating LLC, its sole member
|
|
|
|
|
By:
|
Williams Partners
L.P., its sole member
|
|
|
|
|
By:
|
Williams Partners
GP LLC, its general partner
|
|
|
|
|
By:
|
/s/ Alan
S. Armstrong
|
Alan S. Armstrong
Chief Operating Officer
POWER OF
ATTORNEY
The undersigned directors and officers of Williams Partners GP
LLC hereby constitute and appoint James J. Bender, La Fleur
C. Browne, William H. Gault and Tami L. Carson, each with full
power to act and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact and agents
with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including
post-effective amendments and amendments thereto) to this
registration statement and to file the same, with all exhibits
and other documents relating thereto and any registration
statement relating to any offering made pursuant to this
registration statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act with the
Securities and Exchange Commission and hereby ratify and confirm
all that such attorney-in-fact or his substitute shall lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Steven
J. Malcolm
Steven
J. Malcolm
|
|
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Donald
R. Chappel
Donald
R. Chappel
|
|
Chief Financial Officer and Director (Principal Financial
Officer)
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Ted
T. Timmermans
Ted
T. Timmermans
|
|
Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
|
|
October 28, 2009
|
II-11
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Alan
S. Armstrong
Alan
S. Armstrong
|
|
Chief Operating Officer and Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ H.
Michael Krimbill
H.
Michael Krimbill
|
|
Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Bill
Z. Parker
Bill
Z. Parker
|
|
Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Alice
M. Peterson
Alice
M. Peterson
|
|
Director
|
|
October 28, 2009
|
|
|
|
|
|
/s/ Rodney
J. Sailor
Rodney
J. Sailor
|
|
Director
|
|
October 28, 2009
|
II-12
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
|
|
Description
|
|
|
1
|
.1*
|
|
|
|
Form of Underwriting Agreement.
|
|
2
|
.1#§
|
|
|
|
Purchase and Sale Agreement, dated April 6, 2006, by and among
Williams Energy Services, LLC, Williams Field Services Group,
LLC, Williams Field Services Company, LLC, Williams Partners GP
LLC, Williams Partners L.P. and Williams Partners Operating LLC
(attached as Exhibit 2.1 to Williams Partners L.P.s Form
8-K (File No. 001-32599) filed with the SEC on April 7, 2006).
|
|
2
|
.2#§
|
|
|
|
Purchase and Sale Agreement, dated November 16, 2006, by and
among Williams Energy Services, LLC, Williams Field Services
Group, LLC, Williams Field Services Company, LLC, Williams
Partners GP LLC, Williams Partners L.P. and Williams Partners
Operating LLC (attached as Exhibit 2.1 to Williams Partners
L.P.s current report on Form 8-K (File 001-32599) filed
with the SEC on November 21, 2006).
|
|
2
|
.3#§
|
|
|
|
Purchase and Sale Agreement, dated June 20, 2007, by and among
Williams Energy, L.L.C., Williams Energy Services, LLC and
Williams Partners Operating LLC (attached as Exhibit 2.1 to
Williams Partners L.P.s current report on Form 8-K (File
No. 001-32599) filed with the SEC on June 25, 2007).
|
|
2
|
.4#§
|
|
|
|
Purchase and Sale Agreement, dated November 30, 2007, by and
among Williams Energy Services, LLC, Williams Field Services
Group, LLC, Williams Field Services Company, LLC, Williams
Partners GP LLC, Williams Partners L.P. and Williams Partners
Operating LLC (attached as Exhibit 2.1 to Williams Partners
L.P.s current report on Form 8-K (File No. 001-32599)
filed with the SEC on December 3, 2007).
|
|
4
|
.1§
|
|
|
|
Certificate of Limited Partnership of Williams Partners L.P.
(attached as Exhibit 3.1 to Williams Partners L.P.s
registration statement on Form S-1 (File No. 333-124517) filed
with the SEC on May 2, 2005).
|
|
4
|
.2§
|
|
|
|
Amended and Restated Agreement of Limited Partnership of
Williams Partners L.P. (including form of common unit
certificate), as amended by Amendments Nos. 1, 2, 3, 4 and 5
(attached as Exhibit 3.3 to Williams Partners L.P.s
quarterly report on Form 10-Q (File No. 001-32599 filed with the
SEC on April 30, 2009).
|
|
4
|
.3§
|
|
|
|
Certificate of Formation of Williams Partners GP LLC (attached
as Exhibit 3.3 to Williams Partners L.P.s registration
statement on Form S-1 (File No. 333-124517) filed on May 2,
2005).
|
|
4
|
.4§
|
|
|
|
Amended and Restated Limited Liability Company Agreement of
Williams Partners GP LLC (attached as Exhibit 3.2 to Williams
Partners L.P.s current report on Form 8-K (File No.
001-32599) filed on August 26, 2005).
|
|
4
|
.5§
|
|
|
|
Indenture, dated June 20, 2006, by and among Williams Partners
L.P., Williams Partners Finance Corporation and JPMorgan Chase
Bank, N.A. (attached as Exhibit 4.1 to Williams Partners
L.P.s current report on Form 8-K (File No. 001-32599)
filed with the SEC on June 20, 2006).
|
|
4
|
.6§
|
|
|
|
Form of
71/2% Senior
Note due 2011 (included as Exhibit 1 to Rule144A/Regulation S
Appendix of Exhibit 4.1 attached to Williams Partners
L.P.s current report on Form 8-K (File No. 001-32599)
filed with the SEC on June 20, 2006).
|
|
4
|
.7§
|
|
|
|
Indenture, dated December 13, 2006, by and among Williams
Partners L.P., Williams Partners Finance Corporation and The
Bank of New York (attached as Exhibit 4.1 to Williams Partners
L.P.s current report on Form 8-K (File No. 001-32599)
filed with the SEC on December 19, 2006).
|
|
4
|
.8§
|
|
|
|
Form of 71/4% Senior Note due 2017 (included as Exhibit 1
to Rule 144A/Regulation S Appendix of Exhibit 4.1 attached to
Williams Partners L.P. current report on Form 8-K (File No.
001-32599) filed with the SEC on December 19, 2006).
|
|
4
|
.9
|
|
|
|
Form of Indenture.
|
|
4
|
.10*
|
|
|
|
Form of Debt Securities.
|
|
5
|
.1
|
|
|
|
Opinion of Andrews Kurth LLP as to the legality of the
securities being registered.
|
|
8
|
.1
|
|
|
|
Opinion of Andrews Kurth LLP relating to tax matters.
|
|
12
|
.1
|
|
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed
Charges for the years ended December 31, 2004, 2005, 2006,
2007 and 2008 and the six months ended June 30, 2009.
|
|
23
|
.1
|
|
|
|
Consent of Ernst & Young LLP.
|
|
23
|
.2
|
|
|
|
Consent of Ernst & Young LLP.
|
|
23
|
.3
|
|
|
|
Consent of Ernst & Young LLP.
|
|
23
|
.4
|
|
|
|
Consent of Andrews Kurth LLP (contained in Exhibit 5.1 hereto).
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
|
|
Description
|
|
|
23
|
.5
|
|
|
|
Consent of Andrews Kurth LLP (contained in Exhibit 8.1 hereto).
|
|
24
|
.1
|
|
|
|
Power of Attorney (included on signature page hereto).
|
|
25
|
.1
|
|
|
|
Statement of Eligibility of Trustee on Form T-1 with respect to
the Indenture .
|
|
99
|
.1§
|
|
|
|
Revised Selected Financial Data and Financial Statements and
Supplementary Data (attached as Exhibit 99.1 to Williams
Partners L.P.s current report on Form 8-K (File No.
001-32599) filed with the SEC on October 28, 2009).
|
|
99
|
.2§
|
|
|
|
Revised Williams Partners GP LLC Consolidated Balance Sheet as
of December 31, 2008 and Williams Partners GP LLC Consolidated
Balance Sheet as of June 30, 2009 (attached as Exhibit 99.2 to
Williams Partners L.P.s current report on Form 8-K (File
No. 001-32599) filed with the SEC on October 28, 2009).
|
|
|
|
|
|
Filed herewith. |
|
* |
|
To be filed as an exhibit to a current report on
Form 8-K
in connection with a specific offering. |
|
# |
|
Pursuant to Item 601(b)(2) of
Regulation S-K,
the Registrant agrees to furnish supplementally a copy of any
omitted exhibit or schedule to the SEC upon request. |
|
§ |
|
Each such exhibit has heretofore been filed with the SEC as part
of the filing indicated and is incorporated herein by reference. |