Filed pursuant to Rule 433 of the Securities Act of 1933
Issuer Free Writing Prospectus, dated November 2, 2010
Relating to Preliminary Prospectus Supplement dated November 2, 2010
Registration No. 333-162713
WILLIAMS PARTNERS L.P.
$600,000,000 4.125% Senior Notes due 2020
PRICING TERM SHEET
Dated: November 2, 2010
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Issuer: |
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Williams Partners L.P. |
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Ratings: (Moody’s / S&P) |
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Baa3/BBB- |
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Security Type: |
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Senior Unsecured Notes |
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Pricing Date: |
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November 2, 2010 |
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Settlement Date: |
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November 9, 2010 (T+5) |
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Maturity Date: |
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November 15, 2020 |
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Principal Amount: |
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$600,000,000 |
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Benchmark: |
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UST 2.625% due August 15, 2020 |
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Benchmark Yield: |
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2.596% |
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Spread to Benchmark: |
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+153bp |
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Yield to Maturity: |
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4.126% |
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Coupon: |
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4.125% |
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Public Offering Price: |
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99.991% |
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Make-Whole Call: |
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T + 25 bps (Prior to August 15, 2020) |
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Par Call: |
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On or after August 15, 2020 |
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Interest Payment Dates: |
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May 15 and November 15, commencing May 15, 2011 |
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CUSIP / ISIN: |
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96950FAG9 / US96950FAG90 |
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Joint Book-Running Managers: |
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Deutsche Bank Securities Inc.
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J.P. Morgan Securities LLC.
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RBC Capital Markets, LLC |
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Co-Managers: |
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Mitsubishi UFJ Securities (USA), Inc.
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Mizuho Securities USA Inc.
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TD Securities (USA) LLC
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The Williams Capital Group, L.P.
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U.S. Bancorp Investments, Inc. |
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a preliminary prospectus supplement and a
prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for
the offering to which this communication relates. Before you invest, you should read the prospectus
supplement for this offering, the issuer’s prospectus in that registration statement and any other
documents the issuer has filed with the SEC for more complete information about the issuer and this
offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the
SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus supplement and prospectus if
you request it by calling Deutsche Bank Securities Inc. at (800) 503-4611 or J.P. Morgan Securities
LLC collect at (212) 834-4533 or RBC Capital Markets, LLC at (866) 375-6829.