sv4
As filed with the Securities and Exchange Commission on
March 8, 2007
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-4
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF
1933
Williams Partners
L.P.
Williams Partners Finance
Corporation
(Exact name of registrant as
specified in its charter)
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Delaware
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4922
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20-2485124
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Delaware
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4922
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20-5021238
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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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)
Copy to:
Andrews Kurth LLP
1350 I Street, NW, Suite 1100
Washington, D.C. 20005
(202) 662-2700
Attn: William J. Cooper
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable
after this registration statement becomes effective.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check
the following box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) 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 post-effective amendment filed pursuant to
Rule 462(d) 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
CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Each Class
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Amount
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Offering Price per
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Aggregate Offering
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Amount of
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of Securities to be Registered
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to be Registered
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Unit
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Price
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Registration Fee
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71/2% Senior
Notes due 2011
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$150,000,000
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100%
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$150,000,000
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$4,605(1)
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(1) |
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The registration fee was calculated pursuant to Rule 457(f)
under the Securities Act of 1933. For purposes of this
calculation, the offering price per note was assumed to be the
stated principal amount of each original note that may be
received by the registrant in the exchange transaction in which
the notes will be offered. |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
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Subject to Completion dated
March 8, 2007
Prospectus
Williams Partners L.P.
Williams Partners Finance Corporation
Offer to Exchange
All Outstanding
71/2% Senior
Notes due 2011
for
71/2% Senior
Notes due 2011
that have been Registered under the Securities Act of
1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM,
NEW YORK CITY TIME,
ON ,
2007, UNLESS EXTENDED
The
Notes
We are offering to exchange all of our outstanding
71/2% Senior
Notes due 2011, which we refer to as the old notes, for our new
71/2% Senior
Notes due 2011, which we refer to as the new notes. We refer to
the old notes and new notes collectively as the notes.
Terms of
The Exchange Offer:
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The terms of the new notes will be substantially identical to
the old notes, except that the new notes will not be subject to
transfer restrictions or registration rights relating to the old
notes. The new notes will represent the same debt as the old
notes, and will be issued under the same indenture.
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Interest on the new notes will accrue from June 20, 2006 at
the rate of
71/2% per
annum, payable on June 15 and December 15 of each year,
beginning on December 15, 2006.
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The old notes are not, and the new notes will not be, currently
guaranteed by any of our subsidiaries. In the future in certain
instances, one or more of our subsidiaries may be required to
guarantee the notes.
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We will exchange an equal principal amount of all old notes for
new notes that you validly tender and do not validly withdraw
before the exchange offer expires. We do not currently intend to
extend the exchange offer.
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You may withdraw tenders of the old notes at any time prior to
the expiration of the exchange offer.
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The exchange of old notes for new notes will not be a taxable
event for United States federal income tax purposes.
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We will not receive any proceeds from this exchange offer.
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There is no existing market for the new notes to be issued, and
we do not intend to apply for their listing on any securities
exchange or arrange for them to be quoted on any quotation
system.
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See the section of this prospectus entitled Description of
New Notes that begins on page 26 for more information
about the notes.
This investment involves risks. See the section entitled
Risk Factors that begins on page 8 for a
discussion of the risks that you should consider in connection
with your investment in the notes.
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.
Each broker-dealer that receives new notes for its own account
pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new
notes. The letter of transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an underwriter within the
meaning of the Securities Act. This prospectus, as it may be
amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of new notes received
in exchange for old notes where such old notes were acquired by
such broker-dealer as a result of market-making activities or
other trading activities. See Plan of Distribution.
The date of this prospectus
is ,
2007.
This prospectus is part of a registration statement we filed
with the Securities and Exchange Commission. In making your
investment decision, you should rely only on the information
contained or incorporated by reference in this prospectus and in
the accompanying letter of transmittal. We have not authorized
anyone to provide you with any other information. If you
received any unauthorized information, you must not rely on it.
We are not making an offer to sell these securities in any state
where the offer is not permitted. You should not assume that the
information contained in this prospectus, or the documents
incorporated by reference into this prospectus, is accurate as
of any date other than the date on the front cover of this
prospectus or the date of such document, as the case may be.
The information in this prospectus is accurate as of its date.
You should read carefully this prospectus, any prospectus
supplement, and the additional information described below under
the heading Where You Can Find More Information.
TABLE OF
CONTENTS
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PROSPECTUS
SUMMARY
This summary may not contain all the information that may be
important to you. You should read this entire prospectus and the
documents we have incorporated into this prospectus by reference
before making an investment decision. You should carefully
consider the information set forth under Risk
Factors. In addition, certain statements include
forward-looking information which involves risks and
uncertainties. Please read Cautionary Statement Regarding
Forward-Looking Statements. References to the
notes in this prospectus include both old notes and
the new notes.
ABOUT
WILLIAMS PARTNERS L.P.
We are a publicly traded Delaware limited partnership formed by
The Williams Companies, Inc., or Williams, in February 2005, to
own, operate and acquire a diversified portfolio of
complementary energy assets. We are principally engaged in the
business of gathering, transporting and processing natural gas
and fractionating and storing natural gas liquids. Fractionation
is the process by which a mixed stream of natural gas liquids is
separated into its constituent products, such as ethane, propane
and butane. These natural gas liquids result from natural gas
processing and crude oil refining and are used as petrochemical
feedstocks, heating fuels and gasoline additives, among other
applications.
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. Our
Gathering and Processing West segment includes
Williams Four Corners LLC, or Four Corners. Four Corners owns a
3,500-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. These
assets generate revenues by providing natural gas gathering,
transporting and processing services to customers under a range
of contractual arrangements.
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Gathering and Processing Gulf. Our
Gathering and Processing Gulf segment includes our
equity investment in Discovery Producer Services LLC, or
Discovery, and the Carbonate Trend gathering pipeline. We own a
40% interest in Discovery. Discovery owns an integrated natural
gas gathering and transportation pipeline system extending from
offshore in the Gulf of Mexico to a natural gas processing
facility and a natural gas liquids fractionator in Louisiana.
Our Carbonate Trend gathering pipeline is an unregulated sour
gas gathering pipeline consisting of approximately 34 miles
of 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. Our NGL Services segment
includes three integrated natural gas liquids storage facilities
and a 50% undivided interest in a natural gas liquids
fractionator near Conway, Kansas. These assets generate revenues
by providing stand-alone natural gas liquids 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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We account for our 40% interest in Discovery as an equity
investment and, therefore, do not consolidate its financial
results.
Williams Partners GP LLC, our general partner, is an indirect
wholly owned subsidiary of Williams, and holds no assets other
than its 2% general partner interest and incentive distribution
rights in us.
Our principal executive offices are located at One Williams
Center, Tulsa, Oklahoma
74172-0172,
and our phone number is
918-573-2000.
1
The
Exchange Offer
On June 20, 2006, we completed a private offering of the
old notes. As part of the private offering, we entered into a
registration rights agreement with the initial purchasers of the
old notes in which we agreed, among other things, to deliver
this prospectus to you and to use our commercially reasonable
efforts to consummate the exchange offer for the old notes. The
following is a summary of the exchange offer.
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Old Notes |
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71/2% Senior
Notes due June 15, 2011, which were issued on June 20,
2006. |
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New Notes |
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71/2% Senior
Notes due June 15, 2011. The terms of the new notes are
substantially identical to those terms of the outstanding old
notes, except that the transfer restrictions and registration
rights relating to the old notes do not apply to the new notes. |
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Exchange Offer |
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We are offering to exchange up to $150.0 million aggregate
principal amount of our new notes that have been registered
under the Securities Act for an equal amount of our outstanding
old notes that have not been registered under the Securities Act
to satisfy our obligations under the registration rights
agreement. |
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The new notes will evidence the same debt as the old notes and
will be issued under and be entitled to the benefits of the same
indenture that governs the old notes. Holders of the old notes
do not have any appraisal or dissenter rights in connection with
the exchange offer. Because the new notes will be registered,
the new notes will not be subject to transfer restrictions, and
holders of old notes that have tendered and had their old notes
accepted in the exchange offer will have no registration rights. |
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Expiration Date |
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The exchange offer will expire at 5:00 p.m., New York City
time,
on ,
2007, unless we decide to extend it. |
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Conditions to the Exchange Offer |
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The exchange offer is subject to customary conditions, which we
may waive. Please read The Exchange Offer
Conditions to the Exchange Offer for more information
regarding the conditions to the exchange offer. |
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Procedures for Tendering Old Notes |
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Unless you comply with the procedures described under the
caption The Exchange Offer Procedures for
Tendering Guaranteed Delivery, you must do one
of the following on or prior to the expiration of the exchange
offer to participate in the exchange offer: |
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tender your old notes by sending the certificates
for your old notes, in proper form for transfer, a properly
completed and duly executed letter of transmittal, with any
required signature guarantees, and all other documents required
by the letter of transmittal, to The Bank of New York, as
exchange agent, at the address listed under the caption
The Exchange Offer Exchange Agent; or
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tender your old notes by using the book-entry
transfer procedures described below and transmitting a properly
completed and duly executed letter of transmittal, with any
required signature guarantees, or an agents message
instead of the letter of transmittal, to the exchange agent. In
order for a book-entry transfer to constitute a valid tender of
your old notes in the exchange offer, The Bank of New York, as
exchange agent, must receive a confirmation of
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book-entry transfer of your old notes into the exchange
agents account at The Depository Trust Company prior to
the expiration of the exchange offer. For more information
regarding the use of book-entry transfer procedures, including a
description of the agents message, please read the
discussion under the caption The Exchange
Offer Procedures for Tendering
Book-entry Transfer. |
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Guaranteed Delivery Procedures |
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If you are a registered holder of the old notes and wish to
tender your old notes in the exchange offer, but |
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the old notes are not immediately available,
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time will not permit your old notes or other
required documents to reach the exchange agent on or before the
expiration of the exchange offer, or
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the procedure for book-entry transfer cannot be
completed prior to the expiration of the exchange offer, then
you may tender old notes by following the procedures described
under the caption The Exchange Offer
Procedures for Tendering Guaranteed Delivery.
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Special Procedures for Beneficial Owners |
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If you are a beneficial owner whose old notes are registered in
the name of a broker, dealer, commercial bank, trust company or
other nominee and you wish to tender your old notes in the
exchange offer, you should promptly contact the person in whose
name the old notes are registered and instruct that person to
tender on your behalf. |
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If you wish to tender in the exchange offer on your own behalf,
prior to completing and executing the letter of transmittal and
delivering the certificates for your old notes, you must either
make appropriate arrangements to register ownership of the old
notes in your name or obtain a properly completed bond power
from the person in whose name the old notes are registered. |
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Withdrawal; Non-Acceptance |
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You may withdraw any old notes tendered in the exchange offer at
any time prior to 5:00 p.m., New York City time,
on ,
2007. If we decide for any reason not to accept any old notes
tendered for exchange, the old notes will be returned to the
registered holder at our expense promptly after the expiration
or termination of the exchange offer. In the case of old notes
tendered by book-entry transfer into the exchange agents
account at The Depository Trust Company, any withdrawn or
unaccepted old notes will be credited to the tendering
holders account at The Depository Trust Company. For
further information regarding the withdrawal of tendered old
notes, please read The Exchange Offer
Withdrawal Rights. |
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U.S. Federal Income Tax Considerations |
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The exchange of new notes for old notes in the exchange offer
will not be a taxable event for U.S. federal income tax
purposes. Please read the discussion under the caption
Material United States Federal Income Tax
Considerations for more information regarding the tax
consequences to you of the exchange offer. |
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Use of Proceeds |
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The issuance of the new notes will not provide us with any new
proceeds. We are making this exchange offer solely to satisfy
our obligations under the registration rights agreement. |
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Fees and Expenses |
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We will pay all of our expenses incident to the exchange offer. |
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Exchange Agent |
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We have appointed The Bank of New York as exchange agent for the
exchange offer. For the address, telephone number and fax number
of the exchange agent, please read The Exchange
Offer Exchange Agent. |
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Resales of New Notes |
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Except as provided below, we believe that the new notes may be
offered for resale, resold and otherwise transferred by you
without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that: |
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the new notes are being acquired in the ordinary
course of business;
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you are not participating, do not intend to
participate, and have no arrangement or understanding with any
person to participate in the distribution of the new notes
issued to you in the exchange offer;
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you are not our affiliate; and
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you are not a broker-dealer tendering old notes
acquired directly from us for your account.
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Our belief is based on interpretations by the staff of the SEC,
as set forth in no-action letters issued to third parties that
are not related to us. The SEC has not considered this exchange
offer in the context of a no-action letter, and we cannot assure
you that the SEC would make similar determinations with respect
to this exchange offer. If any of these conditions are not
satisfied, or if our belief is not accurate, and you transfer
any new notes issued to you in the exchange offer without
delivering a resale prospectus meeting the requirements of the
Securities Act or without an exemption from registration of your
new notes from those requirements, you may incur liability under
the Securities Act. We will not assume, nor will we indemnify
you against, any such liability. Each broker-dealer that
receives new notes for its own account in exchange for old
notes, where the old notes were acquired by such broker-dealer
as a result of market-making or other trading activities, must
acknowledge that it will deliver a prospectus in connection with
any resale of such new notes. Please read Plan of
Distribution. |
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Consequences of Not Exchanging Your Old Notes |
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If you do not exchange your old notes in this exchange offer,
you will no longer be able to require us to register your old
notes under the Securities Act, except in the limited
circumstances provided under the registration rights agreement.
In addition, you will not be able to resell, offer to resell or
otherwise transfer your old notes unless we have registered the
old notes under the Securities Act, or unless you resell, offer
to resell or otherwise transfer them under an exemption from the
registration requirements of, or in a transaction not subject
to, the Securities Act. |
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For information regarding the consequences of not tendering your
old notes and our obligation to file a registration statement,
please read The Exchange Offer Consequences of
Failure to Exchange Outstanding Securities and
Description of New Notes. |
Concurrent
Exchange Offer
In addition to the exchange offer contemplated hereby for our
71/2% senior
notes due 2011, we have also filed a registration statement on
Form S-4 relating to an exchange offer for our outstanding
71/4% senior
notes due 2017. We intend to conduct the exchange offer for our
71/4%
notes due 2017 concurrently with the exchange offer contemplated
hereby.
5
Description
of New Notes
The terms of the new notes and those of the outstanding old
notes are substantially identical, except that the transfer
restrictions and registration rights relating to the old notes
do not apply to the new notes. As a result, the new notes will
not bear legends restricting their transfer and will not have
the benefit of the registration rights and special interest
provisions contained in the old notes. The new notes represent
the same debt as the old notes for which they are being
exchanged. Both the old notes and the new notes are governed by
the same indenture.
The following summary contains basic information about the
notes and is not intended to be complete. For a more complete
understanding of the notes, please refer to the section in this
prospectus entitled Description of New Notes.
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Issuers |
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Williams Partners L.P. and Williams Partners Finance Corporation. |
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Williams Partners Finance Corporation, a Delaware corporation,
is a wholly owned subsidiary of Williams Partners L.P. organized
for the sole purpose of co-issuing our debt securities. Williams
Partners Finance Corporation does not have any operations of any
kind and does not have any revenue other than as may be
incidental to its activities as a co-issuer of our debt
securities. |
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Notes Offered |
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$150,000,000 aggregate principal amount of
71/2%
senior notes due 2011. |
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Maturity Date |
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June 15, 2011. |
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Interest Payment Dates |
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June 15 and December 15 of each year, beginning
December 15, 2006. |
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Optional Redemption |
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We may redeem the new notes at our option in whole or in part
at any time or from time to time prior to June 15,
2011, at a redemption price per note equal to the sum of
(1) the then outstanding principal amount thereof, plus
(2) accrued and unpaid interest, if any, to the redemption
date, plus a specified make-whole premium. See
Description of New Notes Optional
Redemption. |
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Change of Control |
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Upon a change of control (as defined under Description of
New Notes), each holder of the new notes will have the
right to require us to repurchase all or any part of such
holders notes at a price equal to 101% of the principal
amount of the new notes plus accrued and unpaid interest. |
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Ranking |
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The new notes will be senior unsecured indebtedness of the
issuers. Your right to payment under the new notes will be equal
in right of payment with all of our existing and future senior
indebtedness, including our
71/4% senior
notes due 2017. The new notes will be effectively subordinated
to all of our future secured indebtedness. The new notes will
rank senior to all of our future subordinated indebtedness. |
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As of December 31, 2006, our total outstanding senior debt
was $750.0 million consisting of the old notes and our
71/4% senior
notes due 2017. |
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Guarantees |
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The new notes are not currently guaranteed by any of our
subsidiaries. In the future in certain instances, one or more of
our subsidiaries may be required to guarantee the new
notes. See |
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Description of New Notes Certain
Covenants Potential Subsidiary Guarantees. |
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Certain Covenants |
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The indenture governing the new notes contains covenants that,
among other things, limit (1) our ability and the ability
of our subsidiaries to incur liens securing indebtedness,
(2) mergers, consolidations and transfers of all or
substantially all of our properties or assets, (3) Williams
Partners Finance Corporations ability to incur additional
indebtedness and (4) Williams Partners Finance
Corporations ability to engage in any business not related
to obtaining money or arranging financing for Williams Partners
L.P. or its other subsidiaries. |
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These covenants are subject to important exceptions and
qualifications, which are described in the Description of
New Notes Certain Covenants section of this
prospectus. |
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We use the equity method of accounting for our investment in
Discovery, and it will not be classified as our subsidiary under
the indenture so long as we continue to own a minority interest
in such entity. As a result, Discovery currently is not subject
to the restrictive covenants in the indenture. |
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Trustee |
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The Bank of New York. |
7
RISK
FACTORS
Before you invest in our securities, you should carefully
consider those risk factors set forth below and those included
in our Annual Report on
Form 10-K
for the year ended December 31, 2006 filed on
February 28, 2007 that are incorporated herein by
reference, together with all of the other information included
in this prospectus and the documents incorporated herein by
reference in evaluating an investment in the notes.
In addition to the information contained elsewhere in this
prospectus and the documents incorporated herein by reference,
the following risk factors should be carefully considered by
each prospective investor in evaluating an investment in the
notes. If any of the risks discussed below or in the foregoing
documents were actually to occur, our business, results of
operations and financial condition could be materially adversely
affected. In that case, we might not be able to pay interest on,
or the principal of, the notes.
Risks
Related to the Exchange Offer and the Notes
If you
do not properly tender your old notes, you will continue to hold
unregistered old notes and your ability to transfer old notes
will be adversely affected.
We will only issue new notes in exchange for old notes that you
timely and properly tender. Therefore, you should allow
sufficient time to ensure timely delivery of the old notes and
you should carefully follow the instructions on how to tender
your old notes. Neither we nor the exchange agent is required to
tell you of any defects or irregularities with respect to your
tender of old notes.
If you do not exchange your old notes for new notes pursuant to
the exchange offer, the old notes you hold will continue to be
subject to the existing transfer restrictions. In general, you
may not offer or sell the old notes except under an exemption
from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. We do not plan to register old
notes under the Securities Act unless our registration rights
agreement with the initial purchasers of the old notes requires
us to do so. Further, if you continue to hold any old notes
after the exchange offer is consummated, you may have trouble
selling them because there will be fewer old notes outstanding.
Our
partnership agreement limits our ability to accumulate cash,
which may limit cash available to service the notes or to repay
them at maturity.
Our partnership agreement requires us to distribute on a
quarterly basis, 100% of our available cash to our unitholders
of record and our general partner. Available cash is generally
all of our cash on hand at the end of each quarter, after
payment of fees and expenses and the establishment of cash
reserves by our general partner. Our general partner determines
the amount and timing of cash distributions and has broad
discretion to establish and make additions to our reserves or
the reserves of our operating subsidiaries in amounts our
general partner determines to be necessary or appropriate:
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to provide for the proper conduct of our business and the
businesses of our operating subsidiaries (including reserves for
future capital expenditures and for our anticipated future
credit needs);
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to provide funds for distributions to our unitholders and our
general partner for any one or more of the next four calendar
quarters; or
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to comply with applicable law or any of our loan or other
agreements.
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Depending on the timing and amount of our cash distributions to
unitholders and because we are not required to accumulate cash
for the purpose of meeting obligations to holders of any notes,
such distributions could significantly reduce the cash available
to us in subsequent periods to make payments on the notes.
8
Our
indebtedness could impair our financial condition and our
ability to fulfill our debt obligations, including our
obligations under the notes.
As of December 31, 2006, we had total indebtedness of
$750.0 million representing approximately 85% of our total
book capitalization.
Our debt service obligations and restrictive covenants in the
indenture governing the notes could have important consequences
to you. For example, they could:
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make it more difficult for us to satisfy our obligations with
respect to the notes and our other indebtedness, which could in
turn result in an event of default on such other indebtedness or
the notes;
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impair our ability to obtain additional financing in the future
for working capital, capital expenditures, acquisitions, general
partnership purposes or other purposes;
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diminish our ability to withstand a downturn in our business or
the economy generally;
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require us to dedicate a substantial portion of our cash flow
from operations to debt service payments, thereby reducing the
availability of cash for working capital, capital expenditures,
acquisitions, general corporate purposes or other purposes;
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limit our flexibility in planning for, or reacting to, changes
in our business and the industry in which we operate; and
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place us at a competitive disadvantage compared to our
competitors that have proportionately less debt.
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Our ability to repay, extend or refinance our existing debt
obligations and to obtain future credit will depend primarily on
our operating performance, which will be affected by general
economic, financial, competitive, legislative, regulatory,
business and other factors, many of which are beyond our
control. If we are unable to meet our debt service obligations,
we could be forced to restructure or refinance our indebtedness,
seek additional equity capital or sell assets. We may be unable
to obtain financing or sell assets on satisfactory terms, or at
all.
We are not prohibited under the indenture from incurring
additional indebtedness. Our incurrence of significant
additional indebtedness would exacerbate the negative
consequences mentioned above, and could adversely affect our
ability to repay the notes.
We
have a holding company structure in which our subsidiaries
conduct our operations and own our operating assets, which may
affect our ability to make payments on the notes.
We have a holding company structure, and our subsidiaries
conduct all of our operations and own all of our operating
assets. Williams Partners L.P. has no significant assets other
than the ownership interests in its subsidiaries. As a result,
our ability to make required payments on the notes depends on
the performance of our subsidiaries and their ability to
distribute funds to us. The ability of our subsidiaries to make
distributions to us may be restricted by, among other things,
applicable state partnership and limited liability company laws
and other laws and regulations. If we are unable to obtain the
funds necessary to pay the principal amount at maturity of the
notes, or to repurchase the notes upon the occurrence of a
change of control, we may be required to adopt one or more
alternatives, such as a refinancing of the notes. We cannot
assure you that we would be able to refinance the notes.
Williams
credit agreement and Williams public indentures contain
financial and operating restrictions that may limit our access
to credit. In addition, our ability to obtain credit in the
future will be affected by Williams credit
ratings.
We have the ability to incur up to $75.0 million of
indebtedness under Williams $1.5 billion credit
agreement. However, this $75.0 million of borrowing
capacity will only be available to us to the extent that
sufficient amounts remain unborrowed by Williams and its other
subsidiaries. As a result, borrowings by Williams or its other
subsidiaries could restrict our access to credit. As of
December 31, 2006, letters of credit totaling approximately
$29.0 million had been issued on behalf of Williams by the
participating institutions
9
under the facility and no revolving credit loans were
outstanding. In addition, Williams public indentures
contain covenants that restrict Williams and our ability
to incur liens to support indebtedness. As a result, if Williams
were not in compliance with these covenants, we could be unable
to make any borrowings under our $75.0 million borrowing
limit, even if capacity were otherwise available. These
covenants could adversely affect our ability to finance our
future operations or capital needs or engage in, expand or
pursue our business activities and prevent us from engaging in
certain transactions that might otherwise be considered
beneficial to us.
Williams ability to comply with the covenants contained in
its debt instruments may be affected by events beyond our
control, including prevailing economic, financial and industry
conditions. If market or other economic conditions deteriorate,
Williams ability to comply with these covenants may be
impaired. While we are not individually subject to any financial
covenants or ratios under Williams credit agreement,
Williams and its subsidiaries as a whole are subject to these
tests. Accordingly, any breach of these or other covenants,
ratios or tests, would terminate our and Williams and its
other subsidiaries ability to make additional borrowings
under the credit facility and, as a result, could limit our
ability to finance our operations, make acquisitions or pay
distributions to unitholders. In addition, a breach of these
covenants by Williams could cause the acceleration of
Williams and, in some cases, our, outstanding borrowings
under the facility. In the event of acceleration of
indebtedness, Williams, the other borrowers or we might not
have, or be able to obtain, sufficient funds to make required
repayments of the accelerated indebtedness.
Due to our relationship with Williams, our ability to obtain
credit will be affected by Williams credit ratings. Any
future down grading of a Williams credit rating would
likely also result in a down grading of our credit rating. A
down grading of a Williams credit rating could limit our
ability to obtain financing in the future upon favorable terms,
if at all.
Discovery
is not prohibited from incurring indebtedness, which may affect
our ability to pay interest on, and the principal of, the
notes.
Discovery is not prohibited by the terms of its limited
liability company agreement from incurring indebtedness. If
Discovery were to incur significant amounts of indebtedness, it
may inhibit its ability to make distributions to us. An
inability by Discovery to make distributions to us would
materially and adversely affect our ability to pay interest on,
and the principal of, the notes because we expect distributions
we receive from Discovery to represent a significant portion of
the cash we use to pay interest on, and the principal of, the
notes.
The
notes lack a cross-default provision and some
covenants typically found in other comparably rated public debt
securities.
Although the notes are rated below investment grade by both
Standard & Poors and Moodys Investors
Service, they lack the protection of a cross-default
provision and several financial and other restrictive covenants
typically associated with comparably rated public debt
securities, including:
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incurrence of additional indebtedness;
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payment of dividends and other restricted payments;
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sale of assets and the use of proceeds therefrom;
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sale-leaseback transactions;
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transactions with affiliates; and
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dividend and other payment restrictions affecting subsidiaries.
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The
notes will be effectively subordinated to liabilities and
indebtedness of our subsidiaries and subordinated to any of our
secured indebtedness to the extent of the assets securing such
indebtedness.
We currently have no secured indebtedness outstanding, but
holders of any secured indebtedness that we may incur in the
future would have claims with respect to our assets constituting
collateral for such indebtedness that are prior to your claims
under the notes. In the event of a default on such secured
indebtedness or our bankruptcy, liquidation or reorganization,
those assets would be available to satisfy obligations with
respect to the indebtedness secured thereby before any payment
could be made on the notes. Accordingly, any such secured
indebtedness would effectively be senior to the notes to the
extent of the value of the collateral securing the indebtedness.
While the indenture governing the notes places some limitations
on our ability to create liens, there are significant exceptions
to these limitations that will allow us to secure some kinds of
indebtedness without equally and ratably securing the notes. To
the extent the value of the collateral is not sufficient to
satisfy the secured indebtedness, the holders of that
indebtedness would be entitled to share with the holders of the
notes and the holders of other claims against us with respect to
our other assets. Holders of the notes will participate ratably
with all holders of our unsecured indebtedness that is deemed to
be of the same class as the notes, and potentially with all of
our other general creditors, based upon the respective amounts
owed to each holder or creditor, in our remaining assets. In any
of the foregoing events, we cannot assure you that there will be
sufficient assets to pay amounts due on the notes. As a result,
holders of notes may receive less, ratably, than holders of
secured indebtedness.
In addition, the notes are not initially guaranteed by our
subsidiaries and our subsidiaries are generally not prohibited
under the indenture from incurring additional indebtedness. As a
result, holders of the notes will be effectively subordinated to
claims of third party creditors, including holders of
indebtedness, of these subsidiaries. Claims of those other
creditors, including trade creditors, secured creditors,
governmental authorities, and holders of indebtedness or
guarantees issued by the subsidiaries, will generally have
priority as to the assets of the subsidiaries over claims by the
holders of the notes. As a result, rights of payment of holders
of our indebtedness, including the holders of the notes, will be
effectively subordinated to all those claims of creditors of our
subsidiaries.
A
court could void or subordinate the notes or the subsidiary
guarantees under fraudulent conveyance laws.
The incurrence of indebtedness (such as the notes or the
subsidiary guarantees) could be reviewed under relevant federal
and state fraudulent conveyance statutes in a bankruptcy or
reorganization case or in a lawsuit by or on behalf of our other
creditors. If this were to occur, then a court could void or
subordinate the notes or the subsidiary guarantees in favor of
other creditors, if the court were to find that (a) the
notes or the subsidiary guarantees were incurred with the intent
to hinder, delay or defraud any present or future creditor or
that we contemplated insolvency with a design to favor one or
more creditors to the exclusion in whole or in part of others or
(b) we or a guarantor, as the case may be, did not receive
fair consideration or reasonably equivalent value for issuing
the notes or the subsidiary guarantees and, at the time thereof,
we or a guarantor, as the case may be, (1) were insolvent
or rendered insolvent by reason of the issuance of the notes or
a subsidiary guarantee, (2) were engaged or about to engage
in a business or transaction for which our or a guarantors
remaining assets constituted unreasonably small capital or
(3) intended to incur, or believed that we or a guarantor
would incur, debts beyond our or a guarantors ability to
pay such debts as they matured.
In addition, any payment by us pursuant to the notes or by a
subsidiary guarantor pursuant to its guarantee could be voided
and required to be returned to us or a guarantor, as the case
may be, or to a fund for the benefit of the creditors of ours or
a guarantor. The measures of insolvency for purposes of these
fraudulent transfer laws will vary depending upon the law
applied in any proceeding to determine whether a fraudulent
transfer has occurred. Generally, however, an entity (including
us or a guarantor) would be considered insolvent if:
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the sum of its debts, including contingent liabilities, were
greater than the fair saleable value of all of its assets;
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the present fair saleable value of its assets were less than the
amount that would be required to pay its probably liability,
including contingent liabilities, on its existing debts, as they
become absolute and mature; or
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it could not pay its debts as they become due.
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Your
ability to transfer the new notes may be limited by the absence
of a trading market.
The new notes will be new securities for which currently there
is no trading market. We do not currently intend to apply for
listing of the new notes on any securities exchange or stock
market. The liquidity of any market for the new notes will
depend on the number of holders of those notes, the interest of
securities dealers in making a market in those notes and other
factors. In addition, the market for non-investment grade debt
securities has historically been subject to disruptions that
have caused price volatility independent of the operating and
financial performance of the issuers of the securities. It is
possible that the market for the new notes will be subject to
these kinds of disruptions. Accordingly, declines in the
liquidity and market price of the new notes may occur
independent of our operating and financial performance. As a
result, an active trading market may not develop or be
maintained for the new notes. If an active market does not
develop or is not maintained, the market price and liquidity of
the new notes may be adversely affected.
To
service our indebtedness, we will require a significant amount
of cash. Our ability to generate cash depends on many factors
beyond our control.
Our ability to make payments on and to refinance our
indebtedness, including the notes, and to fund planned capital
expenditures will depend on our ability to generate cash in the
future. Our ability to generate cash from our operations in the
future will fluctuate from quarter to quarter based on, among
other things:
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the prices we obtain for our services;
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the prices of, level of production of, and demand for, natural
gas and NGLs;
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the volumes of natural gas we gather, transport and process and
the volumes of NGLs we fractionate and store;
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the level of our operating costs, including payments to our
general partner; and
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prevailing economic conditions.
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We cannot assure you that our business will generate sufficient
cash flow from operations or that future borrowings will be
available to us under our revolving credit agreements or
otherwise in an amount sufficient to enable us to pay our
indebtedness, including these notes, or to fund our other
liquidity needs. We may need to refinance all or a portion of
our indebtedness, including these notes on or before maturity.
We cannot assure you that we will be able to refinance any of
our indebtedness, including our revolving credit agreements and
these notes, on commercially reasonable terms or at all.
Cost
reimbursements due our general partner and its affiliates will
reduce cash available to pay interest on, and the principal of,
the notes.
Prior to making any payment of interest on, and principal of,
the notes, we will reimburse our general partner and its
affiliates for all expenses they incur on our behalf, which will
be determined by our general partner. These expenses will
include all costs incurred by the general partner and its
affiliates in managing and operating us, including costs for
rendering corporate staff and support services to us. The
reimbursement of expenses and payment of fees, if any, to our
general partner and its affiliates could adversely affect our
ability to pay interest on, and the principal of, the notes.
We may
not be able to repurchase the notes upon certain change of
control events.
Upon the occurrence of specific change of control events
affecting us, you will have the right to require us to
repurchase the notes at 101% of their principal amount, plus
accrued and unpaid interest to the date of
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payment. Our ability to repurchase the notes upon such a change
of control event would be limited by our access to funds at the
time of the repurchase and the terms of our other debt
agreements. Upon a change of control event, we may be required
immediately to repay the outstanding principal, any accrued
interest on and any other amounts owed by us under our credit
facilities, the notes and other outstanding indebtedness. The
source of funds for these repayments would be our available cash
or cash generated from other sources. However, we cannot assure
you that we will have sufficient funds available upon a change
of control event to fund any required repurchases of this
outstanding indebtedness and to pay damages under other
agreements. In addition, certain important partnership events,
such as leveraged recapitalizations, that would increase the
level of our indebtedness would not constitute a change of
control under the indenture. See Description of New
Notes Repurchase at the Option of Holders Upon
Change of Control.
13
THE
EXCHANGE OFFER
Purpose
and Effect of the Exchange Offer
On June 20, 2006, we sold $150.0 million in aggregate
principal amount of the old notes in a private placement. The
old notes were sold to the initial purchasers who in turn resold
the notes to a limited number of qualified institutional buyers
pursuant to Rule 144A of the Securities Act and outside the
United States in accordance with Regulation S under the
Securities Act.
In connection with the sale of the old notes, we entered into a
registration rights agreement with the initial purchasers of the
old notes, pursuant to which we agreed to file and to use our
reasonable efforts to cause to be declared effective by the SEC
a registration statement with respect to the exchange of the old
notes for the new notes. We are making the exchange offer to
fulfill our contractual obligations under that agreement.
Pursuant to the exchange offer, we will issue the new notes in
exchange for old notes. The terms of the new notes are identical
in all material respects to those of the old notes, except that
the new notes (1) have been registered under the Securities
Act and therefore will not be subject to certain restrictions on
transfer applicable to the old notes and (2) will not have
registration rights or provide for any additional interest
related to the obligation to register. Please read
Description of New Notes for more information on the
terms of the respective notes and the differences between them.
We are not making the exchange offer to, and will not accept
tenders for exchange from, holders of old notes in any
jurisdiction in which an exchange offer or the acceptance
thereof would not be in compliance with the securities or blue
sky laws of such jurisdiction. Unless the context requires
otherwise, the term holder with respect to the
exchange offer means any person in whose name the old notes are
registered on our books or any other person who has obtained a
properly completed bond power from the registered holder, or any
person whose old notes are held of record by The Depository
Trust Company, referred to as DTC, who desires to deliver such
old notes by book-entry transfer at DTC.
We make no recommendation to the holders of old notes as to
whether to tender or refrain from tendering all or any portion
of their old notes pursuant to the exchange offer. In addition,
no one has been authorized to make any such recommendation.
Holders of old notes must make their own decision whether to
tender pursuant to the exchange offer and, if so, the aggregate
amount of old notes to tender after reading this prospectus and
the letter of transmittal and consulting with the advisers, if
any, based on their own financial position and requirements.
In order to participate in the exchange offer, you must
represent to us, among other things, that:
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you are acquiring the new notes in the exchange offer in the
ordinary course of your business;
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you are not engaged in, and do not intend to engage in, a
distribution of the new notes;
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you do not have and to your knowledge, no one receiving new
notes from you has, any arrangement or understanding with any
person to participate in the distribution of the new notes;
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you are not a broker-dealer tendering old notes acquired
directly from us for your own account or if you are a
broker-dealer, you will comply with the prospectus delivery
requirements of the Securities Act in connection with any resale
of the new notes; and
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you are not one of our affiliates, as defined in
Rule 405 of the Securities Act.
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Each broker-dealer that receives new notes for its own account
in exchange for old notes, where such old notes were acquired by
such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of such new notes.
Please read Plan of Distribution.
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Terms of
Exchange
Upon the terms and conditions described in this prospectus and
in the accompanying letter of transmittal, which together
constitute the exchange offer, we will accept for exchange old
notes that are properly tendered at or before the expiration
time and not withdrawn as permitted below. As of the date of
this prospectus, $150.0 million aggregate principal amount
of
71/2% Senior
Notes due 2011 are outstanding. This prospectus, together with
the letter of transmittal, is first being sent on or about the
date on the cover page of the prospectus to all holders of old
notes known to us. Old notes tendered in the exchange offer must
be in denominations of principal amount of $1,000 and any
integral multiple of $1,000 in excess thereof.
Our acceptance of the tender of old notes by a tendering holder
will form a binding agreement between the tendering holder and
us upon the terms and subject to the conditions provided in this
prospectus and in the accompanying letter of transmittal.
The form and terms of the new notes being issued in the exchange
offer are the same as the form and terms of the old notes except
that:
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the new notes being issued in the exchange offer will have been
registered under the Securities Act;
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the new notes being issued in the exchange offer will not bear
the restrictive legends restricting their transfer under the
Securities Act; and
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the new notes being issued in the exchange offer will not
contain the registration rights contained in the old notes.
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Expiration,
Extension and Amendment
The expiration time of the exchange offer is 5:00 p.m., New
York City time,
on ,
2007. However, we may, in our sole discretion, extend the period
of time for which the exchange offer is open and set a later
expiration date for the offer. The term expiration
time as used herein means the latest time and date to
which we extend the exchange offer. If we decide to extend the
exchange offer period, we will then delay acceptance of any old
notes by giving oral or written notice of an extension to the
holders of old notes as described below. During any extension
period, all old notes previously tendered will remain subject to
the exchange offer and may be accepted for exchange by us. Any
old notes not accepted for exchange will be returned to the
tendering holder after the expiration or termination of the
exchange offer.
Our obligation to accept old notes for exchange in the exchange
offer is subject to the conditions described below under
Conditions to the Exchange Offer. We may
decide to waive any of the conditions in our discretion.
Furthermore, we reserve the right to amend or terminate the
exchange offer, and not to accept for exchange any old notes not
previously accepted for exchange, upon the occurrence of any of
the conditions of the exchange offer specified below under the
same heading. We will give oral or written notice of any
extension, amendment, non-acceptance or termination to the
holders of the old notes as promptly as practicable. If we
materially change the terms of the exchange offer, we will
resolicit tenders of the old notes, file a post-effective
amendment to the prospectus and provide notice to you. If the
change is made less than five business days before the
expiration of the exchange offer, we will extend the offer so
that the holders have at least five business days to tender or
withdraw. We will notify you of any extension by means of a
press release or other public announcement no later than
9:00 A.M., New York City time, on the first business day
after the previously scheduled expiration time.
Procedures
for Tendering
Valid
Tender
Except as described below, a tendering holder must, on or prior
to the expiration time,:
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transmit to The Bank of New York, the exchange agent, at the
address listed below under the caption
Exchange Agent, a properly completed and
duly executed letter of transmittal, including all other
documents required by the letter of transmittal; or
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comply with DTCs Automated Tender Offer Program, referred
to as ATOP, procedures described below.
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In addition, you must:
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deliver certificates, if any, for the old notes to the exchange
agent at or before the expiration time; or
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deliver a timely confirmation of the book-entry transfer of the
old notes into the exchange agents account at DTC, the
book-entry transfer facility, along with the letter of
transmittal or an agents message; or
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comply with the guaranteed delivery procedures described below.
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The term agents message means a message,
transmitted by DTC to, and received by, the exchange agent and
forming a part of a book-entry confirmation, that states that
DTC has received an express acknowledgment that the tendering
holder agrees to be bound by the letter of transmittal and that
we may enforce the letter of transmittal against such holder.
If the letter of transmittal is signed by a person other than
the registered holder of old notes, the letter of transmittal
must be accompanied by a written instrument of transfer or
exchange in satisfactory form duly executed by the registered
holder with the signature guaranteed by an eligible institution.
The old notes must be endorsed or accompanied by appropriate
powers of attorney. In either case, the instruments of transfer,
endorsements or powers of attorney must be signed exactly as the
name of any registered holder appears on the old notes.
If the letter of transmittal or any old notes or powers of
attorney are signed by trustees, executors, administrators,
guardians,
attorneys-in-fact,
officers of corporations or others acting in a fiduciary or
representative capacity, these persons should so indicate when
signing. Unless waived by us, proper evidence satisfactory to us
of their authority to so act must be submitted.
By tendering, each holder will represent to us that, among other
things, the person is not our affiliate, the new notes are being
acquired in the ordinary course of business of the person
receiving the new notes, whether or not that person is the
holder, and neither the holder nor the other person has any
arrangement or understanding with any person to participate in
the distribution of the new notes. Each broker-dealer that
receives new notes for its own account in exchange for old
notes, where such old notes were acquired by such broker-dealer
as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus
in connection with any resale of such new notes. Please read
Plan of Distribution.
The method of delivery of old notes, letters of transmittal and
all other required documents is at your election and risk, and
the delivery will be deemed made only upon actual receipt or
confirmation by the exchange agent. If the delivery is by mail,
we recommend that you use registered mail, properly insured,
with return receipt requested. In all cases, you should allow
sufficient time to assure timely delivery. Holders tendering
through DTCs ATOP system should allow sufficient time for
completion of the ATOP procedures during the normal business
hours of DTC on such dates.
No old notes, agents messages, letters of transmittal or
other required documents should be sent to us. Delivery of all
old notes, agents messages, letters of transmittal and
other documents must be made to the exchange agent. Holders may
also request their respective brokers, dealers, commercial
banks, trust companies or nominees to effect such tender for
such holders.
If you are a beneficial owner whose old notes are registered in
the name of a broker, dealer, commercial bank, trust company or
other nominee, and wish to tender, you should promptly instruct
the registered holder to tender on your behalf. Any registered
holder that is a participant in DTCs ATOP system may make
book-entry delivery of the old notes by causing DTC to transfer
the old notes into the exchange agents account. The tender
by a holder of old notes, including pursuant to the delivery of
an agents message through DTCs ATOP system, will
constitute an agreement between such holder and us in accordance
with the terms and subject to the conditions set forth herein
and in the letter of transmittal.
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All questions as to the validity, form, eligibility, time of
receipt and withdrawal of the tendered old notes will be
determined by us in our sole discretion, which determination
will be final and binding. We reserve the absolute right to
reject any and all old notes not validly tendered or any old
notes which, if accepted, would, in the opinion of our counsel,
be unlawful. We also reserve the absolute right to waive any
irregularities or conditions of tender as to particular old
notes. Our interpretation of the terms and conditions of this
exchange offer, including the instructions in the letter of
transmittal, will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders
of old notes must be cured within such time as we shall
determine. Although we intend to notify you of defects or
irregularities with respect to tenders of old notes, none of us,
the exchange agent, or any other person shall be under any duty
to give notification of defects or irregularities with respect
to tenders of old notes, nor shall any of them incur any
liability for failure to give such notification. Tenders of old
notes will not be deemed to have been made until such
irregularities have been cured or waived. Any old notes received
by the exchange agent that are not validly tendered and as to
which the defects or irregularities have not been cured or
waived will be returned without cost to such holder by the
exchange agent, unless otherwise provided in the letter of
transmittal, as soon as practicable following the expiration
date of the exchange offer.
Although we have no present plan to acquire any old notes that
are not tendered in the exchange offer or to file a registration
statement to permit resales of any old notes that are not
tendered in the exchange offer, we reserve the right, in our
sole discretion, to purchase or make offers for any old notes
after the expiration date of the exchange offer, from time to
time, through open market or privately negotiated transactions,
one or more additional exchange or tender offers, or otherwise,
as permitted by law, the indenture and our other debt
agreements. Following consummation of this exchange offer, the
terms of any such purchases or offers could differ materially
from the terms of this exchange offer.
Signature
Guarantees
Signatures on a letter of transmittal or a notice of withdrawal
must be guaranteed, unless the old notes surrendered for
exchange are tendered:
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by a registered holder of the old notes who has not completed
the box entitled Special Issuance Instructions or
Special Delivery Instructions on the letter of
transmittal, or
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for the account of an eligible institution.
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If signatures on a letter of transmittal or a notice of
withdrawal are required to be guaranteed, the guarantees must be
by an eligible institution. An eligible
institution is an eligible guarantor
institution meeting the requirements of the registrar for
the notes within the meaning of
Rule 17Ad-15
under the Exchange Act.
Book-entry
Transfer
The exchange agent will make a request to establish an account
for the old notes at DTC for purposes of the exchange offer. Any
financial institution that is a participant in DTCs system
may make book-entry delivery of old notes by causing DTC to
transfer those old notes into the exchange agents account
at DTC in accordance with DTCs procedure for transfer. The
participant should transmit its acceptance to DTC at or prior to
the expiration time or comply with the guaranteed delivery
procedures described below. DTC will verify this acceptance,
execute a book-entry transfer of the tendered old notes into the
exchange agents account at DTC and then send to the
exchange agent confirmation of this book-entry transfer. The
confirmation of this book-entry transfer will include an
agents message confirming that DTC has received an express
acknowledgment from this participant that this participant has
received and agrees to be bound by the letter of transmittal and
that we may enforce the letter of transmittal against this
participant.
17
Delivery of new notes issued in the exchange offer may be
effected through book-entry transfer at DTC. However, the letter
of transmittal or facsimile of it or an agents message,
with any required signature guarantees and any other required
documents, must:
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be transmitted to and received by the exchange agent at the
address listed under Exchange Agent at
or prior to the expiration time; or
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comply with the guaranteed delivery procedures described below.
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Delivery of documents to DTC in accordance with DTCs
procedures does not constitute delivery to the exchange agent.
Guaranteed
Delivery
If a registered holder of old notes desires to tender the old
notes, and the old notes are not immediately available, or time
will not permit the holders old notes or other required
documents to reach the exchange agent at or before the
expiration time, or the procedures for book-entry transfer
described above cannot be completed on a timely basis, a tender
may nonetheless be made if:
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the tender is made through an eligible institution;
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at or prior to the expiration time, the exchange agent receives
by facsimile transmission, mail or hand delivery from such
eligible institution a properly and validly completed and duly
executed notice of guaranteed delivery, substantially in the
form provided by us:
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(i)
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stating the name and address of the holder of old notes and the
amount of old notes tendered,
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(ii)
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stating that the tender is being made, and
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(iii)
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guaranteeing that within three New York Stock Exchange trading
days after the expiration time, the certificates for all
physically tendered old notes, in proper form for transfer, or a
book-entry confirmation, as the case may be, and a properly
completed and duly executed letter of transmittal, or an
agents message, and any other documents required by the
letter of transmittal will be deposited by the eligible
institution with the exchange agent; and
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the certificates for all physically tendered old notes, in
proper form for transfer, or a book-entry confirmation, as the
case may be, and a properly completed and duly executed letter
of transmittal, or an agents message, and all other
documents required by the letter of transmittal, are received by
the exchange agent within three New York Stock Exchange trading
days after the expiration time.
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Determination
of Validity
We will determine in our sole discretion all questions as to the
validity, form and eligibility of old notes tendered for
exchange. This discretion extends to the determination of all
questions concerning the timing of receipts and acceptance of
tenders. These determinations will be final and binding. We
reserve the right to reject any particular old note not properly
tendered or of which our acceptance might, in our judgment or
our counsels judgment, be unlawful. We also reserve the
right to waive any defects or irregularities or conditions of
the exchange offer as to any particular old note either before
or after the expiration time, including the right to waive the
ineligibility of any tendering holder. Our interpretation of the
terms and conditions of the exchange offer as to any particular
old note either before or after the applicable expiration time,
including the letter of transmittal and the instructions to the
letter of transmittal, shall be final and binding on all
parties. Unless waived, any defects or irregularities in
connection with tenders of old notes must be cured within a
reasonable period of time.
Neither we, the exchange agent nor any other person will be
under any duty to give notification of any defect or
irregularity in any tender of old notes. Moreover, neither we,
the exchange agent nor any other person will incur any liability
for failing to give notifications of any defect or irregularity.
18
Acceptance
of Old Notes for Exchange; Issuance of New Notes
Upon the terms and subject to the conditions of the exchange
offer, we will accept, promptly after the expiration time, all
old notes properly tendered. We will issue the new notes
promptly after acceptance of the old notes. For purposes of an
exchange offer, we will be deemed to have accepted properly
tendered old notes for exchange when, as and if we have given
oral or written notice to the exchange agent, with prompt
written confirmation of any oral notice.
For each old note accepted for exchange, the holder will receive
a new note registered under the Securities Act having a
principal amount equal to that of the surrendered old note. As a
result, registered holders of old notes issued in the exchange
offer on the relevant record date for the first interest payment
date following the completion of the exchange offer will receive
interest accruing from the most recent date to which interest
has been paid on the old notes or, if no interest has been paid
on the old notes, from June 20, 2006. Old notes that we
accept for exchange will cease to accrue interest from and after
the date of completion of the exchange offer. Under the
registration rights agreement, we may be required to make
additional payments in the form of additional interest to the
holders of the old notes under circumstances relating to the
timing of the exchange offer.
In all cases, issuance of new notes for old notes will be made
only after timely receipt by the exchange agent of:
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certificate for the old notes, or a timely book-entry
confirmation of the old notes, into the exchange agents
account at the book-entry transfer facility;
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a properly completed and duly executed letter of transmittal or
an agents message; and
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all other required documents.
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Unaccepted or non-exchanged old notes will be returned without
expense to the tendering holder of the old notes. In the case of
old notes tendered by book-entry transfer in accordance with the
book-entry procedures described above, the non-exchanged old
notes will be credited to an account maintained with DTC as
promptly as practicable after the expiration or termination of
the exchange offer. For each old note accepted for exchange, the
holder of the old note will receive a new note having a
principal amount equal to that of the surrendered old note.
Interest
Payments on the New Notes
The new notes will bear interest from the most recent date to
which interest has been paid on the old notes for which they
were exchanged. Accordingly, registered holders of new notes on
the relevant record date for the first interest payment date
following the completion of the exchange offer will receive
interest accruing from the most recent date to which interest
has been paid or if no interest has been paid on the old notes,
from June 20, 2006. Old notes accepted for exchange will
cease to accrue interest from and after the date of completion
of the exchange offer and will be deemed to have waived their
rights to receive the accrued interest on the old notes.
Withdrawal
Rights
Tender of old notes may be properly withdrawn at any time before
5:00 p.m., New York City time, on the expiration date of
the exchange offer.
For a withdrawal to be effective with respect to old notes, the
exchange agent must receive a written notice of withdrawal
before the expiration time delivered by hand, by overnight
courier or by mail, at the address indicated under
Exchange Agent or, in the case of
eligible institutions, at the facsimile number, or a properly
transmitted Request Message through DTCs ATOP
system. Any notice of withdrawal must:
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specify the name of the person, referred to as the depositor,
having tendered the old notes to be withdrawn;
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identify the old notes to be withdrawn, including certificate
numbers and principal amount of the old notes;
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contain a statement that the holder is withdrawing its election
to have the old notes exchanged;
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other than a notice transmitted through DTCs ATOP system,
be signed by the holder in the same manner as the original
signature on the letter of transmittal by which the old notes
were tendered, including any required signature guarantees, or
be accompanied by documents of transfer to have the registrar
with respect to the old notes register the transfer of the old
notes in the name of the person withdrawing the tender; and
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specify the name in which the old notes are registered, if
different from that of the depositor.
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If certificates for old notes have been delivered or otherwise
identified to the exchange agent, then, prior to the release of
these certificates the withdrawing holder must also submit the
serial numbers of the particular certificates to be withdrawn
and signed notice of withdrawal with signatures guaranteed by an
eligible institution, unless this holder is an eligible
institution. If old notes have been tendered in accordance with
the procedure for book-entry transfer described below, any
notice of withdrawal must specify the name and number of the
account at the book-entry transfer facility to be credited with
the withdrawn old notes.
Any old notes properly withdrawn will be deemed not to have been
validly tendered for exchange. New notes will not be issued in
exchange unless the old notes so withdrawn are validly
re-tendered.
Properly withdrawn old notes may be re-tendered by following the
procedures described under Procedures for
Tendering above at any time at or before the expiration
time.
We will determine all questions as to the validity, form and
eligibility, including time of receipt, of notices of withdrawal.
Conditions
to the Exchange Offer
Notwithstanding any other provisions of the exchange offer, or
any extension of the exchange offer, we will not be required to
accept for exchange, or to exchange, any old notes for any new
notes, and, as described below, may terminate an exchange offer,
whether or not any old notes have been accepted for exchange, or
may waive any conditions to or amend the exchange offer, if any
of the following conditions has occurred or exists:
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there shall occur a change in the current interpretation by the
staff of the SEC which permits the new notes issued pursuant to
such exchange offer in exchange for old notes to be offered for
resale, resold and otherwise transferred by the holders (other
than broker-dealers and any holder which is an affiliate)
without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such new notes
are acquired in the ordinary course of such holders
business and such holders have no arrangement or understanding
with any person to participate in the distribution of the new
notes;
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any action or proceeding shall have been instituted or
threatened in any court or by or before any governmental agency
or body seeking to enjoin, make illegal or delay completion of
the exchange offer or otherwise relating to the exchange offer;
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any law, statute, rule or regulation shall have been adopted or
enacted which, in our judgment, would reasonably be expected to
impair our ability to proceed with such exchange offer;
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a banking moratorium shall have been declared by United States
federal or New York State authorities;
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trading on the New York Stock Exchange or generally in the
United States
over-the-counter
market shall have been suspended, or a limitation on prices for
securities imposed, by order of the SEC or any other
governmental authority;
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an attack on the United States, an outbreak or escalation of
hostilities or acts of terrorism involving the United States, or
any declaration by the United States of a national emergency or
war shall have occurred;
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a stop order shall have been issued by the SEC or any state
securities authority suspending the effectiveness of the
registration statement of which this prospectus is a part or
proceedings shall have been initiated or, to our knowledge,
threatened for that purpose or any governmental approval has not
been obtained, which approval we shall, in our sole discretion,
deem necessary for the consummation of such exchange
offer; or
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any change, or any development involving a prospective change,
in our business or financial affairs or any of our subsidiaries
has occurred which is or may be adverse to us or we shall have
become aware of facts that have or may have an adverse impact on
the value of the old notes or the new notes, which in our sole
judgment in any case makes it inadvisable to proceed with such
exchange offer
and/or with
such acceptance for exchange or with such exchange.
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If we determine in our sole discretion that any of the foregoing
events or conditions has occurred or exists, we may, subject to
applicable law, terminate the exchange offer, whether or not any
old notes have been accepted for exchange, or may waive any such
condition or otherwise amend the terms of such exchange offer in
any respect. Please read Expiration, Extension
and Amendment above.
If any of the above events occur, we may:
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terminate the exchange offer and promptly return all tendered
old notes to tendering holders;
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complete
and/or
extend the exchange offer and, subject to your withdrawal
rights, retain all tendered old notes until the extended
exchange offer expires;
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amend the terms of the exchange offer; or
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waive any unsatisfied condition and, subject to any requirement
to extend the period of time during which the exchange offer is
open, complete the exchange offer.
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We may assert these conditions with respect to the exchange
offer regardless of the circumstances giving rise to them. All
conditions to the exchange offer, other than those dependent
upon receipt of necessary government approvals, must be
satisfied or waived by us before the expiration of the exchange
offer. We may waive any condition in whole or in part at any
time in our reasonable discretion. Our failure to exercise our
rights under any of the above circumstances does not represent a
waiver of these rights. Each right is an ongoing right that may
be asserted at any time. Any determination by us concerning the
conditions described above will be final and binding upon all
parties.
If a waiver constitutes a material change to the exchange offer,
we will promptly disclose the waiver by means of a prospectus
supplement that we will distribute to the registered holders of
the old notes, and we will extend the exchange offer for a
period of five to ten business days, as required by applicable
law, depending upon the significance of the waiver and the
manner of disclosure to the registered holders, if the exchange
offer would otherwise expire during the five to ten business day
period.
Resales
of New Notes
Based on interpretations by the staff of the SEC, as described
in no-action letters issued to third parties that are not
related to us, we believe that new notes issued in the exchange
offer in exchange for old notes may be offered for resale,
resold or otherwise transferred by holders of the new notes
without compliance with the registration and prospectus delivery
provisions of the Securities Act, if:
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the new notes are acquired in the ordinary course of the
holders business;
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the holders have no arrangement or understanding with any person
to participate in the distribution of the new notes;
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the holders are not affiliates of ours within the
meaning of Rule 405 under the Securities Act; and
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the holders are not a broker-dealer who purchased old notes
directly from us for resale pursuant to Rule 144A or any
other available exemption under the Securities Act.
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However, the SEC has not considered the exchange offer described
in this prospectus in the context of a no-action letter. The
staff of the SEC may not make a similar determination with
respect to the exchange offer as in the other circumstances.
Each holder who wishes to exchange old notes for new notes will
be required to represent that it meets the requirements above.
Any holder who is an affiliate of ours or who intends to
participate in the exchange offer for the purpose of
distributing new notes or any broker-dealer who purchased old
notes directly from us for resale pursuant to Rule 144A or
any other available exemption under the Securities Act:
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cannot rely on the applicable interpretations of the staff of
the SEC mentioned above;
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will not be permitted or entitled to tender the old notes in the
exchange offer; and
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must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction.
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Each broker-dealer that receives new notes for its own account
in exchange for old notes must acknowledge that the old notes
were acquired by it as a result of market-making activities or
other trading activities and agree that it will deliver a
prospectus that meets the requirements of the Securities Act in
connection with any resale of the new notes. The letter of
transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it
is an underwriter within the meaning of the
Securities Act. Please read Plan of Distribution. A
broker-dealer may use this prospectus, as it may be amended or
supplemented from time to time, in connection with the resales
of new notes received in exchange for old notes that the
broker-dealer acquired as a result of market-making or other
trading activities. Any holder that is a broker-dealer
participating in the exchange offer must notify the exchange
agent at the telephone number set forth in the enclosed letter
of transmittal and must comply with the procedures for
broker-dealers participating in the exchange offer. We have not
entered into any arrangement or understanding with any person to
distribute the new notes to be received in the exchange offer.
In addition, to comply with state securities laws, the new notes
may not be offered or sold in any state unless they have been
registered or qualified for sale in such state or an exemption
from registration or qualification, with which there has been
compliance, is available. The offer and sale of the new notes to
qualified institutional buyers, as defined under
Rule 144A of the Securities Act, is generally exempt from
registration or qualification under the state securities laws.
We currently do not intend to register or qualify the sale of
new notes in any state where an exemption from registration or
qualification is required and not available.
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Exchange
Agent
The Bank of New York has been appointed as the exchange agent
for the exchange offer. All executed letters of transmittal and
any other required documents should be directed to the exchange
agent at the address or facsimile number set forth below.
Questions and requests for assistance with respect to exchange
offer procedures, requests for additional copies of this
prospectus or of the letter of transmittal and requests for
notices of guaranteed delivery should be directed to the
exchange agent addressed as follows:
THE BANK OF
NEW YORK
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By Facsimile for
Eligible Institutions:
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By Mail/Overnight
Delivery/Hand:
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Confirm By
Telephone:
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(212) 298-1915
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The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street, 7 East
New York, New York 10286
Attention: Randolph Holder
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(212) 815-5098
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DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL
VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE
A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.
Fees,
Expenses and Transfer Taxes
The expenses of soliciting tenders pursuant to this exchange
offer will be paid by us. We have agreed to pay the exchange
agent reasonable and customary fees for its services and will
reimburse it for its reasonable
out-of-pocket
expenses in connection with the exchange offer. We will also pay
brokerage houses and other custodians, nominees and fiduciaries
the reasonable
out-of-pocket
expenses incurred by them in forwarding copies of this
prospectus and related documents to the beneficial owners of old
notes, and in handling or tendering for their customers. We will
not make any payment to brokers, dealers or others soliciting
acceptances of the exchange offer.
Holders who tender their old notes for exchange will not be
obligated to pay any transfer taxes on the exchange. If,
however, new notes are to be delivered to, or are to be issued
in the name of, any person other than the registered holder of
the old notes tendered, or if a transfer tax is imposed for any
reason other than the exchange of old notes in connection with
the exchange offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not
submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
We will pay all transfer taxes, if any, applicable to the
exchange of old notes under the exchange offer. The tendering
holder, however, will be required to pay any transfer taxes,
whether imposed on the registered holder or any other person, if
a transfer tax is imposed for any reason other than the exchange
of old notes under the exchange offer.
Consequences
of Failure to Exchange Outstanding Securities
Holders who desire to tender their old notes in exchange for new
notes registered under the Securities Act should allow
sufficient time to ensure timely delivery. Neither the exchange
agent nor us is under any duty to give notification of defects
or irregularities with respect to the tenders of old notes for
exchange.
Old notes that are not tendered or are tendered but not accepted
will, following the completion of the exchange offer, continue
to be subject to the provisions in the indenture regarding the
transfer and exchange of the old notes and the existing
restrictions on transfer set forth in the legend on the old
notes set forth in the indenture for the notes. Except in
limited circumstances with respect to specific types of holders
of old notes, we will have no further obligation to provide for
the registration under the Securities Act of such old notes. In
general, old notes, unless registered under the Securities Act,
may not be offered or sold except pursuant to an exemption from,
or in a transaction not subject to, the Securities Act and
applicable state securities laws.
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We do not currently anticipate that we will take any action to
register the old notes under the Securities Act or under any
state securities laws. Upon completion of the exchange offer,
holders of the old notes will not be entitled to any further
registration rights under the registration rights agreement,
except under limited circumstances.
Holders of the new notes issued in the exchange offer and any
old notes which remain outstanding after completion of the
exchange offer will vote together as a single class for purposes
of determining whether holders of the requisite percentage of
the class have taken certain actions or exercised certain rights
under the indenture.
Accounting
Treatment
We will record the new notes at the same carrying value as the
old notes, as reflected in our accounting records on the date of
the exchange. Accordingly, we will not recognize any gain or
loss for accounting purposes. The expenses of the exchange offer
will be amortized over the term of the new notes.
Other
Participation in the exchange offer is voluntary, and you should
consider carefully whether to accept. You are urged to consult
your financial and tax advisors in making your own decision on
what action to take.
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RATIO OF
EARNINGS TO FIXED CHARGES
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Years Ended December 31,
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2006
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2005
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2004
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2003
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2002
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Ratio of Earnings to Fixed Charges
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11.44
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x
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9.82
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x
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5.91
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x
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12.46
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x
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12.22x
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USE OF
PROCEEDS
The exchange offer is intended to satisfy our obligations under
the registration rights agreement. We will not receive any
proceeds from the issuance of the new notes in the exchange
offer. In consideration for issuing the new notes as
contemplated in this prospectus, we will receive old notes in a
like principal amount. The form and terms of the new notes are
identical in all respects to the form and terms of the old
notes, except the new notes do not include certain transfer
restrictions or have rights under the registration rights
agreement. Old notes surrendered in exchange for the new notes
will be retired and cancelled and will not be reissued.
Accordingly, the issuance of the new notes will not result in
any change in our outstanding indebtedness.
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DESCRIPTION
OF NEW NOTES
You can find the definitions of certain terms used in this
description under the subheading Certain
Definitions. In this description, the term
Company, us, our or
we refers only to Williams Partners L.P. and not to
any of its subsidiaries, the term Finance Corp.
refers to Williams Partners Finance Corporation and the term
Issuers refers to the Company and Finance Corp. The
term notes refers to the Issuers notes being
offered hereby.
The Issuers will issue the new notes, and the outstanding notes
were issued, under an indenture among themselves, any future
Guarantors and The Bank of New York, as trustee. The terms of
the notes include those stated in the indenture and those made
part of the indenture by reference to the Trust Indenture
Act of 1939.
The following description is a summary of the material
provisions of the indenture. It does not restate that agreement
in its entirety. We urge you to read the indenture because it,
and not this description, defines your rights as holders of the
notes. Certain defined terms used in this description but not
defined below under Certain Definitions
have the meanings assigned to them in the indenture.
The registered Holder of a note will be treated as the owner of
it for all purposes. Only registered Holders will have rights
under the indenture.
Brief
Description of the Notes
The notes:
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are general unsecured obligations of the Issuers;
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will mature on June 15, 2011; and
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are equal in right of payment with all existing and future
Senior Debt (as defined below) of either of the Issuers,
including their
71/4%
Senior Notes due 2017.
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As of December 31, 2006, we had:
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total Senior Debt of $750.0 million, consisting of the
notes and the
71/4% Senior
Notes due 2017; and
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no Indebtedness contractually subordinated to the notes.
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The indenture will permit the Company and any future Guarantors
to incur additional Indebtedness, including additional Senior
Debt.
Initially, none of our Subsidiaries will guarantee the notes.
However, under the circumstances described below under the
subheading Certain Covenants
Potential Subsidiary Guarantees, in the future one or more
of our Subsidiaries may be required to guarantee the notes.
Currently, we own a minority interest in Discovery Producer
Services LLC. We use the equity method of accounting for our
investment in Discovery Producer Services LLC, and it will not
be classified as our Subsidiary under the indenture so long as
we continue to own a minority interest in it. As a result,
Discovery Producer Services LLC will not be subject to the
restrictive covenants in the indenture so long as it is not a
Subsidiary.
Principal,
Maturity and Interest
The Issuers will issue notes with an initial maximum aggregate
principal amount of $150.0 million. The Issuers may issue
additional notes from time to time after this offering. The
notes and any additional notes subsequently issued under the
indenture, together with any Exchange Notes, will be treated as
a single class for all purposes under the indenture, including,
without limitation, waivers, amendments, redemptions and offers
to purchase. The Issuers will issue notes in denominations of
$1,000 and integral multiples of $1,000. The notes will mature
on June 15, 2011.
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Interest on the notes will accrue at the rate of
71/2% per
annum and will be payable semi-annually in arrears on June 15
and December 15, commencing on December 15, 2006. The
Issuers will make each interest payment to the Holders of record
on the immediately preceding June 1 and December 1.
Interest on the notes will accrue from the date of original
issuance or, if interest has already been paid, from the date it
was most recently paid. Additional interest may accrue on the
notes in certain circumstances in connection with the timing of
the exchange offer, and all references to interest
in this description include any additional interest that may be
payable on the notes. Interest will be computed on the basis of
a 360-day
year comprised of twelve
30-day
months.
Methods
of Receiving Payments on the Notes
If a Holder has given wire transfer instructions to the paying
agent at least 15 days prior to the applicable payment
date, the Issuers will pay all principal, interest and premium,
if any, on that Holders notes in accordance with those
instructions. All other payments on notes will be made at the
office or agency of the paying agent within the City and State
of New York unless the Issuers elect to make interest payments
by check mailed to the Holders at their addresses set forth in
the register of Holders.
Paying
Agent and Registrar for the Notes
The trustee will initially act as paying agent and registrar.
The Issuers may change the paying agent or registrar without
prior notice to the Holders of the notes, and the Company or any
of its Subsidiaries may act as paying agent or registrar.
Transfer
and Exchange
A Holder may transfer or exchange notes in accordance with the
indenture. The registrar and the trustee may require a Holder to
furnish appropriate endorsements and transfer documents in
connection with a transfer of notes. No services charge will be
imposed by the Issuers, the trustee or the registrar for any
registration of transfer or exchange of notes, but Holders will
be required to pay all taxes due on transfer. The Issuers are
not required to transfer or exchange any note selected for
redemption. Also, the Issuers are not required to transfer or
exchange any note for a period of 15 days before mailing
notice of any redemption of notes.
Optional
Redemption
At any time or from time to time, the Issuers may redeem all or
part of the notes upon not less than 30 nor more than
60 days notice, at a redemption price equal to the
sum of:
(1) the principal amount thereof, plus
(2) accrued and unpaid interest, if any, to the redemption
date (subject to the right of Holders of record on the relevant
record date to receive interest due on an interest payment date
that is on or prior to the redemption date), plus
(3) the Make Whole Premium at the redemption date.
Selection
and Notice
If less than all of the notes are to be redeemed at any time,
the trustee will select notes for redemption on a pro rata basis
or by such other method as the trustee shall deem fair and
appropriate.
No notes of $1,000 or less can be redeemed in
part. Notices of optional redemption will be
mailed by first class mail at least 30 but not more than
60 days before the redemption date to each Holder of notes
to be redeemed at its registered address, except that optional
redemption notices may be mailed more than 60 days prior to
a redemption date if the notice is issued in connection with a
defeasance of the notes or a satisfaction and discharge of the
indenture. Notices of redemption may not be conditional.
27
If any note is to be redeemed in part only, the notice of
redemption that relates to that note will state the portion of
the principal amount of that note that is to be redeemed. A new
note in principal amount equal to the unredeemed portion of the
original note will be issued in the name of the Holder upon
cancellation of the original note. Notes called for redemption
become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on notes or portions
of them called for redemption.
Mandatory
Redemption
Except as set forth below under Repurchase at
the Option of Holders Upon Change of Control, neither of
the Issuers is required to make mandatory redemption or sinking
fund payments with respect to the notes or to repurchase the
notes at the option of the Holders.
Repurchase
at the Option of Holders Upon Change of Control
If a Change of Control occurs, each Holder of notes will have
the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple of $1,000) of that
Holders notes pursuant to a Change of Control Offer on the
terms set forth in the indenture. In the Change of Control
Offer, the Company will offer a Change of Control Payment in
cash equal to 101% of the aggregate principal amount of notes
repurchased plus accrued and unpaid interest, if any, on the
notes repurchased, to the date of settlement (the Change
of Control Settlement Date), subject to the right of
Holders of record on the relevant record date to receive
interest due on an interest payment date that is on or prior to
the Change of Control Settlement Date. Within 30 days
following any Change of Control, the Company will mail a notice
to each Holder and the trustee describing the transaction or
transactions that constitute the Change of Control and offering
to repurchase notes as of the Change of Control Purchase Date
specified in the notice, which date will be no earlier than
30 days and no later than 60 days from the date such
notice is mailed, pursuant to the procedures required by the
indenture and described in such notice.
The Company will comply with the requirements of
Rule 14e-1
under the Exchange Act and any other securities laws and
regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of the notes as
a result of a Change of Control. To the extent that the
provisions of any securities laws or regulations conflict with
the Change of Control provisions of the indenture, the Company
will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under
the Change of Control provisions of the indenture by virtue of
such conflict.
On the Change of Control Purchase Date, the Company will, to the
extent lawful, accept for payment all notes or portions of notes
properly tendered pursuant to the Change of Control Offer.
Promptly thereafter on the Change of Control Settlement Date,
the Company will:
(1) deposit with the paying agent an amount equal to the
Change of Control Payment in respect of all notes or portions of
notes properly tendered; and
(2) deliver or cause to be delivered to the trustee the
notes properly accepted together with an officers
certificate stating the aggregate principal amount of notes or
portions of notes being purchased by the Company.
On the Change of Control Settlement Date, the paying agent will
mail to each Holder of notes properly tendered the Change of
Control Payment for such notes (or, if all the notes are then in
global form, make such payment through the facilities of DTC),
and the trustee will authenticate and mail (or cause to be
transferred by book entry) to each Holder a new note equal in
principal amount to any unpurchased portion of the notes
surrendered, if any; provided, however, that each new note will
be in a principal amount of $1,000 or an integral multiple of
$1,000. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.
The Credit Agreements provide that certain change of control
events with respect to the Company would constitute an event of
default thereunder, entitling the lenders, among other things,
to accelerate the maturity of all indebtedness outstanding
thereunder. Any future credit agreements or other agreements
relating to Senior Debt to which the Company becomes a party may
contain similar restrictions and provisions. The indenture
28
provides that, prior to complying with any of the provisions of
this Change of Control covenant, but in any event no
later than the Change of Control Purchase Date, if the Company
is subject to any such agreement evidencing Senior Debt that
prohibits prepayment or repurchase of the Notes pursuant to a
Change of Control Offer, the Company must either repay all such
outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing such Senior Debt to permit
the repurchase of notes required by this covenant.
The provisions described above that require the Company to make
a Change of Control Offer following a Change of Control will be
applicable whether or not any other provisions of the indenture
are applicable. Except as described above with respect to a
Change of Control, the indenture does not contain provisions
that permit the Holders of the notes to require that the Company
repurchase or redeem the notes in the event of a takeover,
recapitalization or similar transaction.
The Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change
of Control Offer in the manner, at the time and otherwise in
compliance with the requirements set forth in the indenture
applicable to a Change of Control Offer made by the Company and
purchases all notes properly tendered and not withdrawn under
the Change of Control Offer.
The definition of Change of Control includes a phrase relating
to the direct or indirect sale, lease, transfer, conveyance or
other disposition of all or substantially all of the
properties or assets of our General Partner. Although there is a
limited body of case law interpreting the phrase
substantially all, there is no precise established
definition of the phrase under applicable law. Accordingly, the
ability of a Holder of notes to require the Company to
repurchase its notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets
of our General Partner may be uncertain.
Certain
Covenants
Except as set forth in this section of the prospectus, neither
the Company nor any of its Subsidiaries will be restricted by
the indenture from incurring any type of Indebtedness or other
obligation, from paying dividends or making distributions on its
partnership or other equity interests or purchasing its
partnership or other equity interests. The indenture does not
require the maintenance of any financial ratios or specified
levels of net worth or liquidity. In addition, the indenture
does not contain any provisions that would require the Company
to repurchase or redeem any of the notes in situations that may
adversely affect the creditworthiness of the notes, except as
described above under Repurchase at the Option
of Holders Upon Change of Control.
Liens
The Company shall not, and shall not permit any Subsidiary of
the Company to, issue, assume or guarantee any Indebtedness
secured by a Lien, other than a Permitted Lien, upon any of
their property, without providing that the notes shall be
equally and ratably secured with such Indebtedness until such
time as such Indebtedness is no longer secured by a Lien.
Notwithstanding the preceding, the Company may, and may permit
any Subsidiary of the Company to, issue, assume or guarantee any
Indebtedness secured by a Lien, other than a Permitted Lien,
without securing the notes, provided that the aggregate
principal amount of all Indebtedness then outstanding secured by
Liens (other than Permitted Liens) does not exceed 15% of
Consolidated Net Tangible Assets.
Merger,
Consolidation or Sale of Assets
Neither of the Issuers may, directly or
indirectly: (1) consolidate or merge with or
into another Person (whether or not such Issuer is the
survivor); or (2) sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions, to another
Person, except in any case respecting the Company in accordance
with our Limited Partnership Agreement, and unless:
(1) either: (a) such Issuer is the survivor; or
(b) the Person formed by or surviving any such
consolidation or merger (if other than such Issuer) or to which
such sale, assignment, transfer, lease, conveyance or other
disposition has been made is a Person organized or existing
under the laws of the
29
United States, any state of the United States or the District of
Columbia; provided, however, that Finance Corp. may not
consolidate or merge with or into any Person other than a
corporation satisfying such requirement so long as the Company
is not a corporation;
(2) the Person formed by or surviving any such
consolidation or merger (if other than such Issuer) or the
Person to which such sale, assignment, transfer, lease,
conveyance or other disposition has been made assumes all the
obligations of such Issuer under the notes, the indenture and
the registration rights agreement pursuant to a supplemental
indenture or other agreement reasonably satisfactory to the
trustee; and
(3) immediately after such transaction no Default or Event
of Default exists.
Although there is a limited body of case law interpreting the
phrase substantially all, there is no precise
established definition of the phrase under applicable law.
Accordingly, in certain circumstances there may be a degree of
uncertainty as to whether a particular transaction would involve
all or substantially all of the properties or assets
of a Person.
Potential
Subsidiary Guarantees
Initially, none of our Subsidiaries will guarantee the notes.
If, after the date of the indenture, however:
(1) any Subsidiary of the Company that is not already a
Guarantor guarantees any other Indebtedness of either of the
Issuers or any Indebtedness of any Guarantor; or
(2) any Qualifying Domestic Subsidiary, if not then a
Guarantor, incurs any Indebtedness aggregating in excess of
$50 million in principal amount at any time outstanding,
then, in either case, that Subsidiary will become a Guarantor by
executing a supplemental indenture and delivering it to the
trustee within twenty Business Days of the date on which it
guaranteed or incurred such Indebtedness, as the case may be.
Any Subsidiary Guarantees will be joint and several obligations
of the Guarantors. The obligations of each Guarantor under its
Subsidiary Guarantee will be limited as necessary to prevent
that Subsidiary Guarantee from constituting a fraudulent
conveyance under applicable law. See Risk
Factors Risks Related to the Exchange Offer and the
Notes A court could void or subordinate the notes or
the subsidiary guarantees under fraudulent conveyance laws.
The Subsidiary Guarantee of a Guarantor will be released:
(1) in connection with any sale or other disposition of all
or substantially all of the properties or assets of that
Guarantor (including by way of merger or consolidation) to a
Person that is not (either before or after giving effect to such
transaction) a Subsidiary of the Company;
(2) in connection with any sale or other disposition of all
of the Capital Stock of that Guarantor to a Person that is not
(either before or after giving effect to such transaction) a
Subsidiary of the Company;
(3) upon Legal Defeasance or Covenant Defeasance as
described below under the caption Legal
Defeasance and Covenant Defeasance or upon satisfaction
and discharge of the indenture as described below under the
caption Satisfaction and
Discharge; or
(4) at such time as such Guarantor ceases to guarantee any
other Indebtedness of either of the Issuers and any Indebtedness
of any other Guarantor, provided that it is then no longer an
obligor with respect to any Indebtedness in excess of
$50.0 million in aggregate principal amount.
Notwithstanding the foregoing, if at any time the rating
assigned to the notes by at least two of S&P, Moodys
and Fitch is an Investment Grade Rating and no Default has
occurred and is continuing under the indenture, upon the
Companys giving notice thereof to the trustee, the Company
and its Qualified Domestic Subsidiaries will no longer be
subject to the provisions of the indenture described in the
preceding paragraphs regarding Change of Control and Subsidiary
Guarantees and any Subsidiary Guarantee then outstanding will be
released, even if the notes should subsequently fail to maintain
any Investment Grade Rating.
30
Business
Activities of Finance Corp.
Finance Corp. may not incur Indebtedness unless (1) the
Company is a co-obligor or guarantor of such Indebtedness or
(2) the net proceeds of such Indebtedness are loaned to the
Company, used to acquire outstanding debt securities issued by
the Company or used to repay Indebtedness of the Company.
Finance Corp. may not engage in any business not related
directly or indirectly to obtaining money or arranging financing
for the Company or its Subsidiaries.
Reports
Whether or not required by the Commission, so long as any notes
are outstanding, the Company will file with the Commission for
public availability within the time periods specified in the
Commissions rules and regulations (unless the Commission
will not accept such a filing), and the Company will furnish to
the trustee and, upon its prior request, to any of the Holders
or Beneficial Owners of notes, within 30 Business Days after the
time period specified in the Commissions rules and
regulations:
(1) all quarterly and annual financial and other
information with respect to the Company and its Subsidiaries
that would be required to be contained in a filing with the
Commission on
Forms 10-Q
and 10-K if
the Company were required to file such Forms, including a
Managements Discussion and Analysis of Financial
Condition and Results of Operations and, with respect to
the annual information only, a report on the annual financial
statements by the Companys certified independent
accountants; and
(2) all current reports that would be required to be filed
with the Commission on
Form 8-K
if the Company were required to file such reports.
In addition, the Company has agreed that, for so long as any
notes remain outstanding, it will furnish to the Holders and
Beneficial Owners of the notes and to securities analysts and
prospective investors in the notes, upon their request, the
information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act.
Events of
Default and Remedies
Each of the following is an Event of Default:
(1) default for 30 days in the payment when due of
interest on the notes;
(2) default in payment when due of the principal of, or
premium, if any, on the notes;
(3) failure by the Company to comply with the provisions
described under the captions Repurchase at the
Option of Holders Upon Change of Control or
Certain Covenants Merger,
Consolidation or Sale of Assets;
(4) failure by the Company for 60 days after receipt
by registered or certified mail of written notice to comply with
any of the other agreements in the indenture; provided, that if
such failure cannot be remedied within such
60-day
period, such period shall be extended by another 60 days so
long as (i) such failure is subject to cure and
(ii) the Company is 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 GAAP shall not be deemed to be an Event
of Default;
(5) except as permitted by the indenture, any Subsidiary
Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations
under its Subsidiary Guarantee; and
(6) certain events of bankruptcy, insolvency or
reorganization described in the indenture with respect to
Finance Corp., the Company or any of the Companys
Subsidiaries that is a Significant Subsidiary or any group of
its Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary of the Company.
31
In the case of an Event of Default arising from certain events
of bankruptcy, insolvency or reorganization with respect to
Finance Corp., the Company, any Subsidiary of the Company that
is a Significant Subsidiary or any group of its Subsidiaries
that, taken together, would constitute a Significant Subsidiary
of the Company, all outstanding notes will become due and
payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the trustee or
the Holders of at least 25%, in the case of clause (1) or
(2) of this section, or of at least a majority, in the case
of clauses (3) through (5) of this section, in
principal amount of the then outstanding notes may declare all
the notes to be due and payable immediately.
Holders of the notes may not enforce the indenture or the notes
except as provided in the indenture. Subject to certain
limitations, Holders of a majority in principal amount of the
then outstanding notes may direct the trustee in its exercise of
any trust or power. The trustee may withhold notice of any
continuing Default or Event of Default from Holders of the notes
if it determines that withholding notice is in their interest,
except a Default or Event of Default relating to the payment of
principal of, or interest or premium, if any, on, the notes.
The Holders of a majority in principal amount of the notes then
outstanding by notice to the trustee may on behalf of the
Holders of all of the notes waive any existing Default or Event
of Default and its consequences under the indenture except a
continuing Default or Event of Default in the payment of
principal of, or interest or premium, if any, on the notes.
The Issuers and any Guarantors are required to deliver to the
trustee annually a statement regarding compliance with the
indenture.
No
Personal Liability of General Partner
Neither our General Partner nor any director, officer, partner,
employee, incorporator, manager or owner of Capital Stock of our
General Partner, as such, will have any liability for any
obligations of the Issuers or any Guarantor under the notes, the
indenture or the Subsidiary Guarantees, or for any claim based
on, in respect of, or by reason of, such obligations or their
creation. Each Holder of notes by accepting a note waives and
releases all such liability. The waiver and release are part of
the consideration for issuance of the notes. The waiver may not
be effective to waive liabilities under the federal securities
laws.
Notwithstanding the foregoing, nothing in the preceding
paragraph shall be construed to modify or supersede any
obligation of our General Partner to restore any negative
balance in its capital account (maintained by the Company
pursuant to its Limited Partnership Agreement) upon liquidation
of its interest in the Company.
Legal
Defeasance and Covenant Defeasance
The Issuers may, at their option and at any time, elect to have
all of their obligations discharged with respect to the
outstanding notes and all obligations of the Guarantors
discharged with respect to their Subsidiary Guarantees
(Legal Defeasance), except for:
(1) the rights of Holders of outstanding notes to receive
payments in respect of the principal of, and interest or
premium, if any, on such notes when such payments are due from
the trust referred to below;
(2) the Issuers obligations with respect to the notes
concerning issuing temporary notes, registration of notes,
mutilated, destroyed, lost or stolen notes and the maintenance
of an office or agency for payment and money for security
payments held in trust;
(3) the rights, powers, trusts, duties and immunities of
the trustee, and the Issuers obligations in connection
therewith: and
(4) the Legal Defeasance provisions of the indenture.
In addition, the Issuers may, at their option and at any time,
elect to have their obligations released with respect to certain
covenants that are described in the indenture (Covenant
Defeasance) and thereafter any omission to comply with
those covenants will not constitute a Default or Event of
Default with respect to the
32
notes. In the event Covenant Defeasance occurs, certain events
(not including non-payment, bankruptcy, insolvency or
reorganization events) described under Events
of Default and Remedies will no longer constitute an Event
of Default with respect to the notes. If the Issuers exercise
either their Legal Defeasance or Covenant Defeasance option,
each Guarantor will be released and relieved of any obligations
under its Subsidiary Guarantee and any security for the notes
(other than the trust) will be released.
In order to exercise either Legal Defeasance or Covenant
Defeasance:
(1) the Issuers must irrevocably deposit with the trustee,
in trust, for the benefit of the Holders of the notes, cash in
U.S. dollars, non-callable Government Securities, or a
combination of cash in U.S. dollars and non-callable
Government Securities, in amounts as will be sufficient without
consideration of any reinvestment of interest, in the opinion of
a nationally recognized firm of independent public accountants,
to pay the principal of, and interest and premium, if any, on
the outstanding notes on the date of fixed maturity or on the
applicable redemption date, as the case may be, and the Issuers
must specify whether the notes are being defeased to the date of
fixed maturity or to a particular redemption date;
(2) in the case of Legal Defeasance, the Issuers have
delivered to the trustee an opinion of counsel reasonably
acceptable to the trustee confirming that:
(a) the Issuers have received from, or there has been
published by, the Internal Revenue Service a ruling; or
(b) since the date of the indenture, there has been a
change in the applicable federal income tax law, in either case
to the effect that, and based thereon such opinion of counsel
will confirm that, the Holders of the outstanding notes will not
recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Legal
Defeasance had not occurred;
(3) in the case of Covenant Defeasance, the Issuers have
delivered to the trustee an opinion of counsel reasonably
acceptable to the trustee confirming that the Holders of the
outstanding notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;
(4) no Default or Event of Default has occurred and is
continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be
applied to such deposit) or insofar as Events of Default from
bankruptcy, insolvency or reorganization events are concerned,
at any time in the period ending on the 91st day after the
day of deposit;
(5) such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than the
indenture) to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is
bound;
(6) the Issuers must have delivered to the trustee an
opinion of counsel to the effect that after the 91st day
following the deposit, the trust funds will not be subject to
the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors rights
generally;
(7) the Issuers must deliver to the trustee an
officers certificate stating that the deposit was not made
by the Issuers with the intent of preferring the Holders of
notes over the other creditors of the Issuers with the intent of
defeating, hindering, delaying or defrauding creditors of the
Issuers or others; and
(8) the Issuers must deliver to the trustee an
officers certificate and an opinion of counsel, each
stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.
33
Amendment,
Supplement and Waiver
Except as provided in the next two succeeding paragraphs, the
indenture or the notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal
amount of the then outstanding notes (including, without
limitation, consents obtained in connection with a purchase of,
or tender offer or exchange offer for, notes), and any existing
default or compliance with any provision of the indenture or the
notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding notes
(including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for,
notes).
Without the consent of each Holder affected, an amendment,
supplement or waiver may not (with respect to any notes held by
a non-consenting Holder):
(1) reduce the principal amount of notes whose Holders must
consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of
any note or alter the provisions with respect to the redemption
or repurchase of the notes (other than provisions relating to
the covenant described above under the caption
Repurchase at the Option of Holders Upon
Change of Control);
(3) reduce the rate of or change the time for payment of
interest on any note;
(4) waive a Default or Event of Default in the payment of
principal of, or interest or premium, if any, on the notes
(except a rescission of acceleration of the notes by the Holders
of at least a majority in principal amount of the notes and a
waiver of the payment default that resulted from such
acceleration);
(5) make any note payable in currency other than that
stated in the notes;
(6) make any change in the provisions of the indenture
relating to waivers of past Defaults or the rights of Holders of
notes to receive payments of principal of, or interest or
premium, if any, on the notes (other than as permitted in
clause (7) below);
(7) waive a redemption or repurchase payment with respect
to any note (other than a payment required by the covenant
described above under the caption Repurchase
at the Option of Holders Upon Change of Control);
(8) release any Guarantor from any of its obligations under
its Subsidiary Guarantee or the indenture, except in accordance
with the terms of the indenture; or
(9) make any change in the preceding amendment, supplement
and waiver provisions.
Notwithstanding the preceding, without the consent of any Holder
of notes, the Issuers, the Guarantors and the trustee may amend
or supplement the indenture or the notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated notes in addition to or
in place of certificated notes;
(3) to provide for the assumption of an Issuers or
Guarantors obligations to Holders of notes in the case of
a merger or consolidation involving it or a sale of all or
substantially all of such Issuers properties or assets;
(4) to make any change that would provide any additional
rights or benefits to the Holders of notes or that does not
adversely affect the legal rights under the indenture of any
such Holder, provided that any change to conform the indenture
to this prospectus will not be deemed to adversely affect such
legal rights;
(5) to secure the notes pursuant to the requirements of the
covenant described above under the subheading
Certain Covenants Liens;
(6) to provide for the issuance of additional notes in
accordance with the limitations set forth in the indenture;
34
(7) to add any Guarantor or to evidence the release of any
Guarantor from its Subsidiary Guarantee, in each case as
provided in the indenture;
(8) to comply with requirements of the Commission in order
to effect or maintain the qualification of the indenture under
the Trust Indenture Act; or
(9) to evidence or provide for the acceptance of
appointment under the indenture of a successor trustee.
Neither the Company nor any of its Subsidiaries shall, directly
or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to any Beneficial
Owner or Holder of any notes for or as an inducement to any
consent to any waiver, supplement or amendment of any terms or
provisions of the indenture or the notes, unless such
consideration is offered to be paid or agreed to be paid to all
Beneficial Owners and Holders of the notes which so consent in
the time frame set forth in solicitation documents relating to
such consent.
Satisfaction
and Discharge
The indenture will be discharged and will cease to be of further
effect as to all notes issued thereunder (except as to surviving
rights of registration of transfer or exchange of the notes and
as otherwise specified in the indenture), when:
(1) either:
(a) all notes that have been authenticated, except lost,
stolen or destroyed notes that have been replaced or paid and
notes for whose payment money has been deposited in trust and
thereafter repaid to the Issuers, have been delivered to the
trustee for cancellation; or
(b) all notes that have not been delivered to the trustee
for cancellation have become due and payable or will become due
and payable within one year by reason of the mailing of a notice
of redemption or otherwise and the Issuers or any Guarantor has
irrevocably deposited or caused to be deposited with the trustee
as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities,
or a combination of cash in U.S. dollars and non-callable
Government Securities, in amounts as will be sufficient without
consideration of any reinvestment of interest, to pay and
discharge the entire indebtedness on the notes not delivered to
the trustee for cancellation for principal, premium, if any, and
accrued interest to the date of fixed maturity or redemption;
(2) no Default or Event of Default has occurred and is
continuing on the date of the deposit or will occur as a result
of the deposit and the deposit will not result in a breach or
violation of, or constitute a default under, any material
agreement or instrument (other than the indenture) to which the
Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound;
(3) the Issuers or any Guarantor has paid or caused to be
paid all sums payable by it under the indenture; and
(4) the Issuers have delivered irrevocable instructions to
the trustee under the indenture to apply the deposited money
toward the payment of the notes at fixed maturity or the
redemption date, as the case may be.
In addition, the Issuers must deliver an officers
certificate and an opinion of counsel to the trustee stating
that all conditions precedent to satisfaction and discharge have
been satisfied.
Concerning
the Trustee
If the trustee becomes a creditor of an Issuer or any Guarantor,
the indenture limits its right to obtain payment of claims in
certain cases, or to realize on certain property received in
respect of any such claim as security or otherwise. The trustee
will be permitted to engage in other transactions; however, if
it acquires any
35
conflicting interest (as defined in the Trust Indenture
Act) after a Default has occurred and is continuing, it must
eliminate such conflict within 90 days, apply to the
Commission for permission to continue or resign.
The Holders of a majority in principal amount of the then
outstanding notes will have the right to direct the time, method
and place of conducting any proceeding for exercising any remedy
available to the trustee, subject to certain exceptions. The
indenture provides that in case an Event of Default occurs and
is continuing, the trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the
conduct of his own affairs. Subject to such provisions, the
trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request of any
Holder of notes, unless such Holder has offered to the trustee
security or indemnity satisfactory to it against any loss,
liability or expense.
The Bank of New York also acts as trustee under the indenture
for our
71/4%
Senior Notes due 2017.
Governing
Law
The indenture, the notes and any Subsidiary Guarantees will be
governed by, and construed in accordance with, the laws of the
State of New York.
Additional
Information
Anyone who receives this prospectus may obtain a copy of the
indenture and registration rights agreement without charge by
writing to Williams Partners L.P., One Williams Center, Tulsa,
Oklahoma
74172-0172;
Attention: Chief Financial Officer.
Book-Entry,
Delivery and Form
Except as set forth below, new notes will be issued in
registered, global form. The new notes initially will be
represented by one or more permanent global notes in registered
form without interest coupons (collectively, the Global
Notes). The Global Notes will be deposited upon issuance
with the trustee as custodian for The Depository Trust Company
(DTC), in New York, New York, and registered in the
name of DTCs nominee, Cede & Co., in each case
for credit to an account of a direct or indirect participant in
DTC as described below. Beneficial interests in the Global Notes
may be held through the Euroclear System (Euroclear)
and Clearstream Banking, S.A. (Clearstream) (as
indirect participants in DTC).
Except as set forth below, the Global Notes may be transferred,
in whole but not in part, only to DTC, to another nominee of DTC
or to a successor of DTC or its nominee. Beneficial interests in
the Global Notes may not be exchanged for notes in registered,
certificated form (Certificated Notes) except in the
limited circumstances described below. See
Exchange of Global Notes for Certificated
Notes. In addition, transfers of beneficial interests in
the Global Notes will be subject to the applicable rules and
procedures of DTC and its direct or indirect participants
(including, if applicable, those of Euroclear and Clearstream),
which may change from time to time.
Depository
Procedures
The following description of the operations and procedures of
DTC, Euroclear and Clearstream are provided solely as a matter
of convenience. These operations and procedures are solely
within the control of the respective settlement systems and are
subject to changes by them. We take no responsibility for these
operations and procedures and urge investors to contact the
systems or their participants directly to discuss these matters.
DTC has advised us that DTC is a limited-purpose trust company
created to hold securities for its participating organizations
(collectively, the Participants) and to facilitate
the clearance and settlement of transactions in those securities
between Participants through electronic book-entry changes in
accounts of its Participants. The Participants include
securities brokers and dealers (including the initial
purchasers), banks, trust companies, clearing corporations and
certain other organizations. Access to DTCs system is also
available to other entities such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly
(collectively, the Indirect Participants).
36
Persons who are not Participants may beneficially own securities
held by or on behalf of DTC only through the Participants or the
Indirect Participants. The ownership interests in, and transfers
of ownership interests in, each security held by or on behalf of
DTC are recorded on the records of the Participants and Indirect
Participants.
DTC has also advised us that, pursuant to procedures established
by it:
(1) upon deposit of the Global Notes, DTC will credit the
accounts of Participants designated by the initial purchasers
with portions of the principal amount of the Global
Notes; and
(2) ownership of these interests in the Global Notes will
be shown on, and the transfer of ownership of these interests
will be effected only through, records maintained by DTC (with
respect to the Participants) or by the Participants and the
Indirect Participants (with respect to other owners of
beneficial interests in the Global Notes).
Investors in the Global Notes who are Participants in DTCs
system may hold their interests therein directly through DTC.
Investors in the Global Notes who are not Participants may hold
their interests therein indirectly through organizations
(including Euroclear and Clearstream) which are Participants in
such system. Euroclear and Clearstream may hold interests in the
Global Notes on behalf of their participants through
customers securities accounts in their respective names on
the books of their respective depositories, which are Euroclear
Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as
operator of Clearstream. All interests in a Global Note,
including those held through Euroclear or Clearstream, may be
subject to the procedures and requirements of DTC. Those
interests held through Euroclear or Clearstream may also be
subject to the procedures and requirements of such systems.
The laws of some states require that certain Persons take
physical delivery in definitive form of securities that they
own. Consequently, the ability to transfer beneficial interests
in a Global Note to such Persons will be limited to that extent.
Because DTC can act only on behalf of Participants, which in
turn act on behalf of Indirect Participants, the ability of a
Person having beneficial interests in a Global Note to pledge
such interests to Persons that do not participate in the DTC
system, or otherwise take actions in respect of such interests,
may be affected by the lack of a physical certificate evidencing
such interests.
Except as described below, owners of an interest in the
Global Notes will not have notes registered in their names, will
not receive physical delivery of Certificated Notes and will not
be considered the registered owners or Holders
thereof under the indenture for any purpose.
Payments in respect of the principal of, and interest and
premium, if any, on a Global Note registered in the name of DTC
or its nominee will be payable to DTC in its capacity as the
registered Holder under the indenture. Under the terms of the
indenture, the Issuers, the Guarantors and the trustee will
treat the Persons in whose names the notes, including the Global
Notes, are registered as the owners of the notes for the purpose
of receiving payments and for all other purposes. Consequently,
neither the Issuers, the Guarantors, the trustee nor any agent
of an Issuer or the trustee has or will have any responsibility
or liability for:
(1) any aspect of DTCs records or any
Participants or Indirect Participants records
relating to or payments made on account of beneficial ownership
interests in the Global Notes or for maintaining, supervising or
reviewing any of DTCs records or any Participants or
Indirect Participants records relating to the beneficial
ownership interests in the Global Notes; or
(2) any other matter relating to the actions and practices
of DTC or any of its Participants or Indirect Participants.
DTC has advised us that its current practice, at the due date of
any payment in respect of securities such as the notes, is to
credit the accounts of the relevant Participants with the
payment on the payment date unless DTC has reason to believe it
will not receive payment on such payment date. Each relevant
Participant is credited with an amount proportionate to its
beneficial ownership of an interest in the principal amount of
the notes as shown on the records of DTC. Payments by the
Participants and the Indirect Participants to the beneficial
owners of notes will be governed by standing instructions and
customary practices and will be the responsibility of the
Participants or the Indirect Participants and will not be the
responsibility of DTC, the
37
trustee or the Issuers. Neither the Issuers nor the trustee will
be liable for any delay by DTC or any of its Participants in
identifying the beneficial owners of the notes, and the Issuers
and the trustee may conclusively rely on and will be protected
in relying on instructions from DTC or its nominee for all
purposes.
Transfers between Participants in DTC will be effected in
accordance with DTCs procedures, and will be settled in
same-day
funds, and transfers between participants in Euroclear and
Clearstream will be effected in accordance with their respective
rules and operating procedures. Cross-market transfers between
the Participants in DTC, on the one hand, and Euroclear or
Clearstream participants, on the other hand, will be effected
through DTC in accordance with DTCs rules on behalf of
Euroclear or Clearstream, as the case may be, by its depositary;
however, such cross-market transactions will require delivery of
instructions to Euroclear or Clearstream, as the case may be, by
the counterparty in such system in accordance with the rules and
procedures and within the established deadlines (Brussels time)
of such system. Euroclear or Clearstream, as the case may be,
will, if the transaction meets its settlement requirements,
deliver instructions to its respective depositary to take action
to effect final settlement on its behalf by delivering or
receiving interests in the relevant Global Note in DTC, and
making or receiving payment in accordance with normal procedures
for same-day
funds settlement applicable to DTC. Euroclear participants and
Clearstream participants may not deliver instructions directly
to the depositories for Euroclear or Clearstream.
DTC has advised us that it will take any action permitted to be
taken by a Holder of notes only at the direction of one or more
Participants to whose account DTC has credited the
interests in the Global Notes and only in respect of such
portion of the aggregate principal amount of the notes as to
which such Participant or Participants has or have given such
direction. However, if there is an Event of Default under the
notes, DTC reserves the right to exchange the Global Notes for
Certificated Notes, and to distribute such notes to its
Participants.
Although DTC, Euroclear and Clearstream have agreed to the
foregoing procedures to facilitate transfers of interests in the
Global Notes among participants in DTC, Euroclear and
Clearstream, they are under no obligation to perform or to
continue to perform such procedures, and may discontinue such
procedures at any time. None of the Issuers, the trustee or any
of their respective agents will have any responsibility for the
performance by DTC, Euroclear or Clearstream or their respective
participants or indirect participants of their respective
obligations under the rules and procedures governing their
operations.
Exchange
of Global Notes for Certificated Notes
A Global Note is exchangeable for Certificated Notes in minimum
denominations of $1,000 and in integral multiples of $1,000, if:
(1) DTC (a) notifies the Issuers that it is unwilling
or unable to continue as depositary for the Global Note or
(b) has ceased to be a clearing agency registered under the
Exchange Act and in either event the Issuers fail to appoint a
successor depositary within 90 days; or
(2) there has occurred and is continuing an Event of
Default and DTC notifies the trustee of its decision to exchange
the Global Note for Certificated Notes.
In all cases, Certificated Notes delivered in exchange for any
Global Note or beneficial interests in Global Notes will be
registered in the names, and issued in any approved
denominations, requested by or on behalf of the depositary (in
accordance with its customary procedures).
Exchange
of Certificated Notes for Global Notes
Certificated Notes may not be exchanged for beneficial interests
in any Global Note.
Same-Day
Settlement and Payment
The Issuers will make payments in respect of the notes
represented by the Global Notes (including principal, premium,
if any, and interest) by wire transfer of immediately available
funds to the accounts specified by the Global Note Holder.
The Issuers will make all payments of principal, interest and
premium, if
38
any, with respect to Certificated Notes by wire transfer of
immediately available funds to the accounts specified by the
Holders of the Certificated Notes or, if no such account is
specified, by mailing a check to each such Holders
registered address. The notes represented by the Global Notes
are eligible to trade in DTCs
Same-Day
Funds Settlement System, and any permitted secondary market
trading activity in such notes will, therefore, be required by
DTC to be settled in immediately available funds. We expect that
secondary trading in any Certificated Notes will also be settled
in immediately available funds.
Because of time zone differences, the securities account of a
Euroclear or Clearstream participant purchasing an interest in a
Global Note from a Participant in DTC will be credited, and any
such crediting will be reported to the relevant Euroclear or
Clearstream participant, during the securities settlement
processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC.
DTC has advised us that cash received in Euroclear or
Clearstream as a result of sales of interests in a Global Note
by or through a Euroclear or Clearstream participant to a
Participant in DTC will be received with value on the settlement
date of DTC but will be available in the relevant Euroclear or
Clearstream cash account only as of the business day for
Euroclear or Clearstream following DTCs settlement date.
Certain
Definitions
Set forth below are certain defined terms used in the indenture.
Reference is made to the indenture for a full disclosure of all
such terms, as well as any other capitalized terms used herein
for which no definition is provided.
Beneficial Owner has the meaning
assigned to such term in
Rule 13d-3
and
Rule 13d-5
under the Exchange Act, except that in calculating the
beneficial ownership of any particular person (as
that term is used in Section 13(d)(3) of the Exchange Act),
such person will be deemed to have beneficial
ownership of all securities that such person has the
right to acquire by conversion or exercise of other securities,
whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition. The terms
Beneficially Owns and Beneficially Owned
have correlative meanings.
Board of Directors means:
(1) with respect to Finance Corp., the board of directors
of the corporation;
(2) with respect to the Company, the Board of Directors of
the General Partner or any authorized committee thereof; and
(3) with respect to any other Person, the board or
committee of such Person serving a similar function.
Business Day means each day that is
not a Saturday, Sunday or other day on which banking
institutions in Houston, Texas or in New York, New York or
another place of payment are authorized or required by law or
regulation to close.
Capital Stock means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any
and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;
(3) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or
limited); and
(4) any other interest or participation that confers on a
Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person.
39
Change of Control means the occurrence
of any of the following:
(1) the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of
all or substantially all of the properties or assets of the
General Partner, to any person (as that term is used
in Section 13(d)(3) of the Exchange Act) other than
Williams or one of its other Subsidiaries;
(2) the adoption of a plan relating to the liquidation or
dissolution of the Company or the General Partner;
(3) any Person other than Williams or any of its
Subsidiaries becomes the Beneficial Owner, directly or
indirectly, of 50% or more of the Voting Stock of the General
Partner; or
(4) the first day on which a majority of the members of the
Board of Directors of the General Partner are not Continuing
Directors.
Commission means the Securities and
Exchange Commission.
Consolidated Net Tangible Assets means
at any date of determination, the total amount of assets of the
Company and its Subsidiaries after deducting therefrom:
(1) all current liabilities (excluding (A) any current
liabilities that by their terms are extendable or renewable at
the option of the obligor thereon to a time more than
12 months after the time as of which the amount thereof is
being computed, and (B) current maturities of long-term
debt); and
(2) the value (net of any applicable reserves) of all
goodwill, trade names, trademarks, patents and other like
intangible assets,
all as set forth, or on a pro forma basis would be set forth, on
the consolidated balance sheet of the Company and its
Subsidiaries for the Companys most recently completed
fiscal quarter, prepared in accordance with GAAP.
Continuing Directors means, as of any
date of determination, any member of the Board of Directors of
the General Partner who:
(1) was a member of such Board of Directors on the date of
the indenture; or
(2) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing
Directors who were members of such Board at the time of such
nomination or election.
Credit Agreements means that certain
(1) Amended and Restated Working Capital Loan Agreement
dated as of August 7, 2006 between Williams and the Company
providing for a $20.0 million revolving credit facility in
favor of the Company, and (2) Credit Agreement dated as of
May 1, 2006 among Williams, the Company, Northwest Pipeline
Corporation and Transcontinental Gas Pipe Line Corporation, as
Borrowers, Citibank, N.A., as Administrative Agent, and the
other lenders party thereto, providing for, among other things,
a $75.0 million revolving credit facility in favor of the
Company, including in each case any related notes, guarantees,
instruments and agreements executed in connection therewith, and
in each case as amended, restated, modified, renewed, refunded,
replaced or refinanced from time to time.
Default means any event that is, or
with the passage of time or the giving of notice or both would
be, an Event of Default.
Discovery means Discovery Producer
Services LLC, a Delaware limited liability company, and its
successors and assigns.
Domestic Subsidiary means any
Subsidiary of the Company formed under the laws of the United
States or any state of the United States or the District of
Columbia.
Exchange Notes means the notes issued
in an Exchange Offer pursuant to the indenture.
Fitch means Fitch, Inc. or any
successor to the rating agency business thereof.
40
GAAP means generally accepted
accounting principles in the United States, which are in effect
from time to time.
General Partner means Williams
Partners GP LLC, a Delaware limited liability company (including
any permitted successors and assigns under the Limited
Partnership Agreement).
The term guarantee means a guarantee
other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of
a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any
Indebtedness. When used as a verb,
guarantee has a correlative meaning.
Guarantors means any Subsidiary of the
Company that becomes a Guarantor in accordance with the
provisions of the indenture and its successors, until such time
as such Subsidiary is released of its obligations pursuant to
the indenture.
Holder means a Person in whose name a
Note is registered.
Indebtedness means, with respect to
any specified Person, any obligation created or assumed by such
Person, whether or not contingent, for the repayment of money
borrowed from others or any guarantee thereof.
Investment Grade Rating means a rating
equal to or higher than Baa3 (or the equivalent) by
Moodys, BBB- (or the equivalent) by S&P or BBB- (or
the equivalent) by Fitch.
Joint Venture means any Person that is
not a direct or indirect Subsidiary of the Company in which the
Company or any of its Subsidiaries owns any Capital Stock.
Lien means, with respect to any asset,
any mortgage, lien, pledge, security interest or encumbrance in
respect of such asset.
Limited Partnership Agreement means
the Amended and Restated Agreement of Limited Partnership of the
Company dated as of August 23, 2005, among the General
Partner, Williams Energy Services, LLC, Williams Energy, L.L.C.,
Williams Discovery Pipeline LLC and Williams Partners Holdings
LLC, as amended, supplemented or restated from time to time.
Make Whole Premium means at any time,
with respect to a note to be redeemed, the excess, if any, of
(a) the present value at such time of (i) the
remaining scheduled payment of the then outstanding principal
amount of such note plus (ii) any required interest
payments due on such note through June 15, 2011 (except for
currently accrued and unpaid interest), computed using a
discount rate equal to the Treasury Rate plus 75 basis
points, discounted to the redemption date on a semi-annual basis
(assuming a
360-day year
consisting of twelve
30-day
months), over (b) the principal amount of such note.
Moodys means Moodys
Investors Service, Inc. or any successor to the rating agency
business thereof.
Obligations means any principal,
premium, if any, interest (including interest accruing on or
after the filing of any petition in bankruptcy or for
reorganization, whether or not a claim for post-filing interest
is allowed in such proceeding), penalties, fees, charges,
expenses, indemnifications, reimbursement obligations, damages,
guarantees, and other liabilities or amounts payable under the
documentation governing any Indebtedness or in respect thereto.
Permitted Liens means:
(a) any Lien existing on any property at the time of the
acquisition thereof and not created in contemplation of such
acquisition by the Company or any of its Subsidiaries, whether
or not assumed by the Company or any of its Subsidiaries;
(b) any Lien existing on any property of a Subsidiary of
the Company at the time it becomes a Subsidiary of the Company
and not created in contemplation thereof and any Lien existing
on any property of any Person at the time such Person is merged
or liquidated into or consolidated with the Company or any
Subsidiary thereof and not created in contemplation thereof;
41
(c) purchase money and analogous Liens incurred in
connection with the acquisition, development, construction,
improvement, repair or replacement of property (including such
Liens securing Indebtedness incurred within 12 months of
the date on which such property was acquired, developed,
constructed, improved, repaired or replaced) provided that all
such Liens attach only to the property acquired, developed,
constructed, improved, repaired or replaced and the principal
amount of the Indebtedness secured by such Lien shall not exceed
the gross cost of the property;
(d) any Liens created or assumed to secure Indebtedness of
the Company or any Subsidiary of the Company maturing within
12 months of the date of creation thereof and not renewable
or extendible by the terms thereof at the option of the obligor
beyond such 12 months;
(e) Liens on accounts receivable and related asset proceeds
thereof arising in connection with a receivables financing and
any Lien held by the purchaser of receivables derived from
property or assets sold by the Company or any Subsidiary and
securing such receivables resulting from the exercise of any
rights arising out of defaults on such receivables;
(f) leases constituting Liens now or hereafter existing and
any renewals or extensions thereof;
(g) any Lien securing industrial development, pollution
control or similar revenue bonds;
(h) Liens existing on the date of the indenture;
(i) Liens in favor of the Company or any of its
Subsidiaries;
(j) Liens securing Indebtedness incurred to refund, extend
refinance or otherwise replace Indebtedness (Refinanced
Indebtedness) secured by a Lien permitted to be incurred
under the indenture; provided, that the principal amount of such
Refinanced Indebtedness does not exceed the principal amount of
Indebtedness refinanced (plus the amount of penalties, premiums,
fees, accrued interest and reasonable expenses and other
obligations incurred therewith) at the time of refinancing;
(k) Liens on and pledges of the Capital Stock of any Joint
Venture owned by the Company or any Subsidiary to the extent
securing Indebtedness of such Joint Venture that is non-recourse
to the Company or any Subsidiary;
(1) any Lien created or assumed by the Company or any of
its Subsidiaries on oil, gas, coal or other mineral or timber
property, owned or leased by the Company or any of its
Subsidiaries;
(m) Liens on the products and proceeds (including
insurance, condemnation and eminent domain proceeds) of and
accessions to, and contract or other rights (including rights
under insurance policies and product warranties) derivative of
or relating to, property permitted to be subject to Liens but
subject to the same restrictions and limitations set forth in
the indenture as to Liens on such property (including the
requirement that such Liens on products, proceeds, accessions
and rights secure only obligations that such property is
permitted to secure);
(n) any Liens securing Indebtedness neither assumed nor
guaranteed by the Company or a Subsidiary of the Company nor on
which it customarily pays interest, existing upon real estate or
rights in or relating to real estate (including
rights-of-way
and easements) acquired by the Company or such Subsidiary, which
Liens do not materially impair the use of such property for the
purposes for which it is held by the Company or such Subsidiary;
(o) any Lien existing or hereafter created on any office
equipment, data processing equipment (including computer and
computer peripheral equipment) or transportation equipment
(including motor vehicles, aircraft and marine vessels);
(p) undetermined Liens incidental to construction or
maintenance; and
(q) any Lien created by the Company or a Subsidiary of the
Company on any contract (or any rights thereunder or proceeds
therefrom) providing for advances by the Company or such
Subsidiary to finance gas exploration and development, which
Lien is created to secure Indebtedness incurred to finance such
advance.
42
Person means any individual,
corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.
Qualifying Domestic Subsidiary means
(a) any Domestic Subsidiary that is a Wholly Owned
Subsidiary of the Company or (b) any other Domestic
Subsidiary, provided that, if the organizational documents or an
agreement among owners of Capital Stock of such other Domestic
Subsidiary do not expressly permit, or prohibit, the Domestic
Subsidiary from guaranteeing the notes in accordance with the
indenture, such Domestic Subsidiary shall not be a Qualifying
Domestic Subsidiary for purposes of the indenture. In addition
and notwithstanding the foregoing, Discovery shall not be a
Qualifying Domestic Subsidiary for so long as a Person other
than the Company, or any Subsidiary thereof, directly or
indirectly owns any Capital Stock thereof.
S&P means Standard &
Poors Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor to the rating agency business
thereof.
Senior Debt means:
(1) all Indebtedness of the Company or any Subsidiary
outstanding under any Credit Agreement;
(2) any other Indebtedness of the Company or any
Subsidiary, unless the instrument under which such Indebtedness
is incurred expressly provides that it is subordinated in right
of payment to the notes or any Subsidiary Guarantee; and
(3) all Obligations with respect to the items listed in the
preceding clauses (1) and (2).
Significant Subsidiary means any
Subsidiary that would be a significant subsidiary as
defined in Article 1,
Rule 1-02
of
Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation
is in effect on the date of the indenture.
Subsidiary means, with respect to any
specified Person:
(1) any corporation, association or other business entity
(other than a partnership or limited liability company) of which
more than 50% of the total voting power of Voting Stock is at
the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person
(or a combination thereof); and
(2) any partnership (whether general or limited) or limited
liability company (a) the sole general partner or member of
which is such Person or a Subsidiary of such Person, or
(b) if there is more than a single general partner or
member, either (x) the only managing general partners or
managing members of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof) or
(y) such Person owns or controls, directly or indirectly, a
majority of the outstanding general partner interests, member
interests or other Voting Stock of such partnership or limited
liability company, respectively.
Subsidiary Guarantee means any
guarantee by a Guarantor of the Issuers Obligations under
the indenture and on the notes.
Treasury Rate means the yield to
maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15(519)
which has become publicly available at least two Business Days
prior to the date fixed for redemption of the notes (or, if such
Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to
the period from the redemption date to June 15, 2011;
provided, however, that if such period is not equal to the
constant maturity of a United States Treasury security for which
a weekly average yield is given, the Company shall obtain the
Treasury Rate by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United
States Treasury securities for which such yields are given,
except that if the period from the redemption date to
June 15, 2011 is less than one year, the weekly average
yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used. The
Company will (a) calculate the Make Whole Premium and the
Treasury Rate on the second Business day preceding the
applicable redemption date and (b) prior to such
43
redemption date file with the trustee an officers
certificate setting forth the Make Whole Premium and the
Treasury Rate and showing the calculation of each in reasonable
detail. The trustee will have no responsibility for determining
the Make Whole Premium or the Treasury Rate.
Voting Stock of any Person as of any
date means the Capital Stock of such Person that is at the time
entitled (without regard to the occurrence of any contingency)
to vote in the election of the Board of Directors of such Person.
Wholly Owned Subsidiary means a
Subsidiary of a Person, to the extent all of the outstanding
Capital Stock (other than directors qualifying shares) of
such Subsidiary are owned by such Person.
Williams means The Williams Companies,
Inc., a Delaware corporation.
MATERIAL
FEDERAL INCOME TAX CONSIDERATIONS
The following discussion of the material U.S. federal
income tax considerations relevant to the exchange of old notes
for new notes pursuant to the exchange offer does not purport to
be a complete analysis of all potential tax effects. The
discussion is based upon the Internal Revenue Code of 1986, as
amended, Treasury Regulations, Internal Revenue Service rulings
and pronouncements and judicial decisions now in effect, all of
which may be subject to change at any time by legislative,
judicial or administrative action. These changes may be applied
retroactively in a manner that could adversely affect a holder
of notes. The description does not consider the effect of any
applicable foreign, state, local or other tax laws or estate or
gift tax considerations.
The exchange of old notes for new notes pursuant to the exchange
offer will not be a taxable event for U.S. federal income
tax purposes. A holder will not recognize any taxable gain or
loss as a result of the exchange and will have the same tax
basis and holding period in the new notes as the holder had in
the old notes immediately before the exchange.
PLAN OF
DISTRIBUTION
Each broker-dealer that receives new notes for its own account
pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new
notes. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for old notes
where such old notes were acquired as a result of market-making
activities or other trading activities. We have agreed that, for
180 days after the consummation of the exchange offer, we
will make this prospectus, as amended or supplemented, available
to any broker-dealer for use in connection with any such resale.
In addition,
until ,
2007, all dealers effecting transactions in the new notes may be
required to deliver a prospectus.
We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their
own account pursuant to the exchange offer may be sold from time
to time in one or more transactions in the
over-the-counter
market, in negotiated transactions, through the writing of
options on the new notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to
or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such
broker-dealer or the purchasers of any such new notes. Any
broker-dealer that resells new notes that were received by it
for its own account pursuant to the exchange offer and any
broker or dealer that participates in a distribution of such new
notes may be deemed to be an underwriter within the
meaning of the Securities Act and any profit on any such resale
of new notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under
the Securities Act. The enclosed letter of transmittal states
that, by acknowledging that it will deliver and be delivering a
prospectus, a broker-dealer will not be deemed to admit that it
is an underwriter within the meaning of the
Securities Act.
44
For a period of 180 days after the consummation of the
exchange offer, we will promptly send additional copies of this
prospectus and any amendment or supplement to this prospectus to
any broker-dealer that requests such documents in the letter of
transmittal. We have agreed to pay all expenses incident to the
exchange offer (including the expenses of one counsel for the
holders of the notes) other than commissions or concessions of
any brokers or dealers and will indemnify the holders of the old
notes (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.
Following completion of the exchange offer, we may, in our sole
discretion, commence one or more additional exchange offers to
holders of old notes who did not exchange their old notes for
new notes in the exchange offer on terms which may differ from
those contained in this prospectus and the enclosed letter of
transmittal. This prospectus, as it may be amended or
supplemented from time to time, may be used by us in connection
with any additional exchange offers. These additional exchange
offers may take place from time to time until all outstanding
old notes have been exchanged for new notes, subject to the
terms and conditions in the prospectus and letter of transmittal
distributed by us in connection with these additional exchange
offers.
LEGAL
MATTERS
The validity of the new notes offered in the exchange offer will
be passed upon for us by Andrews Kurth LLP.
EXPERTS
The consolidated financial statements of Williams Partners L.P.,
appearing in Williams Partners L.P.s Annual Report
(Form 10-K)
for the year ended December 31, 2006, and Williams Partners
L.P.s managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2006, included therein, 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. Such consolidated
financial statements and managements assessment 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 balance sheet of Williams Partners GP LLC,
appearing in Williams Partners L.P.s Annual Report
(Form 10-K)
for the year ended December 31, 2006, 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. Such consolidated
balance sheet is incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts
in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the
Securities Act of 1933, as amended, that registers the offer of
new notes covered by this prospectus. The registration
statement, including the exhibits, contains additional relevant
information about us. In addition, we file annual, quarterly and
other reports and other information with the SEC. You may read
and copy any document we file with the SEC at the SECs
Public Reference Room at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the operation of the SECs
Public Reference Room. The SEC maintains an Internet site that
contains reports, proxy and information statements and other
information regarding issuers that file electronically with the
SEC. Our SEC filings are available on the SECs web site at
http://www.sec.gov. You also can obtain information about
us at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The SEC allows us to incorporate by reference the
information we have filed with the SEC. This means that we can
disclose 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 an important part of this
prospectus. Information that we later provide to the SEC, and
which
45
is deemed to be filed with the SEC, will
automatically update information previously filed with the SEC,
and may replace information in this prospectus and information
previously filed with the SEC.
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Annual Report on
Form 10-K
(File
No. 1-32599)
for the year ended December 31, 2006 filed on
February 28, 2007;
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Current Report on
Form 8-K
(File No. 1-32599) filed on February 22, 2007 and our
amended Current Report on
Form 8-K/A
(File
No. 1-32599)
filed on January 12, 2007.
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These reports contain important information about us, our
financial condition and our results of operations.
All documents that we file with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, after the
date of this prospectus and prior to the termination of this
offering will also be deemed to be incorporated herein by
reference and will automatically update and supersede
information in this prospectus. Nothing in this prospectus shall
be deemed to incorporate information furnished to, but not filed
with, the SEC 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).
We make available free of charge on or through our Internet
website, http://www.williamslp.com, 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 Internet website is not part of this prospectus.
You may obtain any of the documents incorporated by reference in
this prospectus from the SEC through the SECs website
at the address provided above. You also may request a copy of
any document incorporated by reference in this prospectus
(excluding any exhibits to those documents, unless the exhibit
is specifically incorporated by reference in this
document), at no cost, by visiting our Internet website at
http://www.williamslp.com, or by writing or calling us at
the following address:
Investor Relations
Williams Partners L.P.
One Williams Center, Suite 5000
Tulsa, Oklahoma
74172-0172
Telephone:
(918) 573-2078
You should rely only on the information incorporated by
reference or provided in this prospectus. We have not authorized
anyone else to provide you with any information. You should not
assume that the information incorporated by reference or
provided in this prospectus is accurate as of any date other
than the date on the front of each document.
Williams is also subject to the information requirements of the
Exchange Act, and in accordance therewith files reports and
other information with the SEC. You may read Williams
filings on the SECs web site and at the SECs Public
Reference Room described above. Williams common stock
trades on the NYSE under the symbol WMB. Reports
that Williams files with the NYSE may be inspected and copied at
the offices of the NYSE described above.
46
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain matters included or incorporated by reference in this
prospectus, excluding historical information, include
forward-looking statements statements that discuss
our expected future results based on current and pending
business operations.
Forward-looking statements can be identified by words such as
anticipates, believes,
expects, planned, scheduled,
could, continues, estimates,
forecasts, might, potential,
projects, may, should or
similar expressions. Similarly, statements that describe our
future plans, objectives or goals are also forward-looking
statements.
Although we believe these forward-looking statements are based
on reasonable assumptions, statements made regarding future
results are subject to a number of assumptions, uncertainties
and risks that may cause future results to be materially
different from the results stated or implied in this prospectus
and the documents incorporated herein by reference. These risks
and uncertainties include, among other things:
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Williams credit agreement and Williams public
indentures contain financial and operating restrictions that may
limit our access to credit. In addition, our ability to obtain
credit in the future will be affected by Williams credit
ratings.
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Cost reimbursements due our general partner and its affiliates
will reduce cash available to pay interest on, and the principal
of, the notes.
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Because of the natural decline in production from existing
wells, the success of our gathering and transportation business
depends on our ability to connect new sources of natural gas
supply, which is dependent on factors beyond our control. Any
decrease in supplies of natural gas could adversely affect our
business and operating results.
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Lower natural gas and oil prices could adversely affect our
fractionation and storage businesses.
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We depend on certain key customers and producers for a
significant portion of our revenues and supply of natural gas
and natural gas liquids. The loss of any of these key customers
or producers could result in a decline in our revenues and cash
available to pay interest on, and the principal of, the notes.
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If third-party pipelines and other facilities interconnected to
our pipelines and facilities become unavailable to transport
natural gas and natural gas liquids or to treat natural gas, our
revenues and cash available to pay interest on, and the
principal of, the notes could be adversely affected.
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Our processing, fractionation and storage businesses could be
affected by any decrease in the price of natural gas liquids or
a change in the price of natural gas liquids relative to the
price of natural gas.
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Our general partner and its affiliates have conflicts of
interest and limited fiduciary duties, which may permit them to
favor their own interests.
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Our operations are subject to operational hazards and unforeseen
interruptions for which we may or may not be adequately insured.
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Additional information about risks and uncertainties that could
cause actual results to differ materially from forward-looking
statements is contained in Item 1A of Part I,
Risk Factors, of our most-recent annual report on
Form 10-K
and Item 1A of Part II, Risk Factors, of
our quarterly reports on
Form 10-Q,
which are incorporated herein by reference, and may be included
in the applicable prospectus supplement. The risk factors and
other factors in the documents incorporated herein by reference
could cause our actual results to differ materially from those
contained in any forward-looking statement. The forward-looking
statements included in this prospectus 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.
47
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
ITEM 20. Indemnification
of Directors and Officers.
Each of Williams Partners L.P. and its subsidiaries 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.
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 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
II-1
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 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.
The Williams Companies, Inc. 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.
Section 145 of the General Corporation Law of the State of
Delaware (the DGCL) empowers a Delaware corporation,
subject to the procedures and limitations stated therein, to
indemnify any person against
II-2
expenses (including attorneys fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by
them in connection with any threatened, pending, or completed
action, suit, or proceeding in which such person is made party
by reason of their being or having been a director, officer,
employee, or agent thereof. The statute provides that
indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. In addition,
Section 102(b)(7) of the DGCL permits a corporation to
provide in its certificate of incorporation, which the
certificate of incorporation of Williams Partners Finance
Corporation does so provide, that a director of the corporation
shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of
the directors duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, or (iv) for
any transaction from which the director derived an improper
personal benefit.
The bylaws of Williams Partners Finance Corporation contains the
following provisions relating to indemnification of, among
others, its officers and directors:
ARTICLE TENTH: The corporation
shall indemnify any person (including the heirs, executors or
administrators of such a person) who was or is a party or is
threatened to be made a party to any threatened, pending or
completed proceeding (defined below), by reason of the fact that
the person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, in accordance with and to the fullest extent
permitted by the General Corporation Law of the State of
Delaware, as same may be amended from time to time. To the
extent the present or former spouse(s) of any party indemnified
hereunder is made a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding
solely by virtue of his or her marital relationship to such
indemnified party, such spouse shall be indemnified hereunder to
the fullest extent permitted by the General Corporation Law of
the State of Delaware, as same may be amended from time to time.
Such indemnification as hereinabove provided shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The corporation shall
have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of
his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability.
As used herein, the term proceeding means any
threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative, arbitrative or
investigative (other than an action by or in the right of the
corporation), any appeal in such an action, suit, or proceeding,
or any inquiry or investigation that could lead to such an
action, suit, or proceeding.
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ITEM 21.
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Exhibit
and Financial Statement Schedules.
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(a) Exhibits.
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Exhibit
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Number
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Description
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4
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.1
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Indenture dated June 20,
2006, among Williams Partners L.P. (the
Partnership), Williams Partners Finance Corporation
(Finance Corp.), and The Bank of New York (successor
to JPMorgan Chase Bank, N.A.), as trustee. (incorporated by
reference to Exhibit 4.1 of the Partnerships current
report on
Form 8-K
(File
No. 001-32599)
filed on June 20, 2006).
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4
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Form of
71/2% Senior
Note due 2011 (included as Exhibit 1 to
Rule 144A/Regulation S Appendix of Exhibit 4.1
attached to the Partnerships current report on
Form 8-K
(File
No. 001-32599)
filed on June 20, 2006).
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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
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.3
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Registration Rights Agreement,
dated June 20, 2006, among the Partnership, Finance Corp.,
and Citigroup Global Markets Inc. and Lehman Brothers Inc. as
representatives of the Initial Purchasers party thereto
(incorporated by reference to Exhibit 4.3 of the
Partnerships current report on
Form 8-K
(File
No. 001-32599)
filed on June 20, 2006).
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5
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.1*
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Opinion of Andrews Kurth LLP
regarding the validity of the new notes.
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8
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.1*
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Opinion of Andrews Kurth LLP
regarding certain tax matters.
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12
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Statement regarding Computation of
Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12 of the Partnerships annual report on
Form 10-K
(File
No. 001-32599)
filed on February 28, 2007).
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21
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Subsidiaries of the Partnership
(incorporated by reference to Exhibit 21 of the
Partnerships annual report on
Form 10-K
(File
No. 001-32599)
filed on February 28, 2007).
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23
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.1*
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Consent of Ernst & Young
LLP.
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23
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.2*
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Consent of Andrews Kurth LLP
(included in Exhibit 5.1).
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23
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.3*
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Consent of Andrews Kurth LLP
(included in Exhibit 8.1).
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24
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.1*
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Powers of Attorney (included on
signature pages).
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25
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.1*
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Form T-1
Statement of Eligibility under the Trust Indenture Act of 1939
of The Bank of New York to act as trustee under the Indenture.
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99
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.1*
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Form of Letter of Transmittal.
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99
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.2*
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Form of Notice of Guaranteed
Delivery.
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99
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.3*
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Form of Letter to Registered
Holders and DTC Participants.
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99
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.4*
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Form of Instructions to Registered
Holder or DTC Participant from Beneficial Owner.
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99
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.5*
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Form of Letter to Clients.
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Indicates exhibits filed herewith. |
The undersigned Registrant hereby undertakes:
(a)(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, 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 20% change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
(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) and
(a)(1)(ii) do not apply if the registration statement on
Form S-3,
Form S-8
or
Form F-3,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished
II-4
to the Commission by the registrants pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in 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
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) To respond to requests for information that is
incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one
business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(c) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and
included in this registration statement when it became effective.
(d) That for the purposes of determining any liability
under the Securities Act, each filing of the registrants
annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to
Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 14 above, 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 hereunder, 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.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement on
Form S-4
to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Tulsa, State of Oklahoma on
March 8, 2007.
Williams Partners L.P.
By: Williams Partners GP LLC, its general partner
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By:
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/s/ Alan
S. Armstrong
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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, Brian K.
Shore, William H. Gault and Richard M. 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.
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Name
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Title
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Date
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/s/ Steven
J. Malcolm
Steven
J. Malcolm
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Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
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March 8, 2007
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/s/ Donald
R. Chappel
Donald
R. Chappel
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Chief Financial Officer and
Director (Principal Financial Officer)
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March 8, 2007
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/s/ Ted
T.
Timmermans
Ted
T. Timmermans
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Vice President, Chief
Accounting
Officer and Controller
(Principal Accounting Officer)
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March 8, 2007
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/s/ Alan
S.
Armstrong
Alan
S. Armstrong
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Chief Operating Officer and
Director
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March 8, 2007
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/s/ Thomas
C. Knudson
Thomas
C. Knudson
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Director
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March 8, 2007
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/s/ Bill
Z. Parker
Bill
Z. Parker
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Director
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March 8, 2007
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II-6
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Name
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Title
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Date
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/s/ Alice
M. Peterson
Alice
M. Peterson
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Director
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March 8, 2007
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/s/ Phillip
D. Wright
Phillip
D. Wright
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Director
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March 8, 2007
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II-7
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement on
Form S-4
to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Tulsa, State of Oklahoma on
March 8, 2007.
WILLIAMS PARTNERS FINANCE CORPORATION
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By:
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/s/ Alan
S. Armstrong
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Alan S. Armstrong
Chief Operating Officer
POWER OF
ATTORNEY
The undersigned directors and officers of Williams Partners
Finance Corporation hereby constitute and appoint James J.
Bender, Brian K. Shore, William H. Gault and Richard M. 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.
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Signature
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Title
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Date
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/s/ Steven
J. Malcolm
Steven
J. Malcolm
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Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
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March 8, 2007
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/s/ Donald
R. Chappel
Donald
R. Chappel
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Vice President, Chief Financial
Officer and Director
(Principal Financial Officer)
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March 8, 2007
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/s/ Ted
T.
Timmermans
Ted
T. Timmermans
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Vice President, Chief
Accounting
Officer and Controller
(Principal Accounting Officer)
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March 8, 2007
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/s/ Alan
S.
Armstrong
Alan
S. Armstrong
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Senior Vice President,
Chief Operating Officer and Director
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March 8, 2007
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II-8
EXHIBIT INDEX
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Exhibit
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Number
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Description
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4
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.1
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Indenture dated June 20,
2006, among the Partnership, Finance Corp., and The Bank of New
York (successor to JPMorgan Chase Bank, N.A.), as trustee.
(incorporated by reference to Exhibit 4.1 of the
Partnerships current report on
Form 8-K
(File
No. 001-32599)
filed on June 20, 2006).
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4
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.2
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Form of
71/2% Senior
Note due 2011 (included as Exhibit 1 to
Rule 144A/Regulation S Appendix of Exhibit 4.1
attached to the Partnerships current report on
Form 8-K
(File
No. 001-32599)
filed on June 20, 2006).
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4
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.3
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Registration Rights Agreement,
dated June 20, 2006, among the Partnership, Finance Corp.,
and Citigroup Global Markets Inc. and Lehman Brothers Inc. as
representatives of the Initial Purchasers party thereto
(incorporated by reference to Exhibit 4.3 of the
Partnerships current report on
Form 8-K
(File
No. 001-32599)
filed on June 20, 2006).
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5
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.1*
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Opinion of Andrews Kurth LLP
regarding the validity of the new notes.
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8
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.1*
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Opinion of Andrews Kurth LLP
regarding certain tax matters.
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12
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.1
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Statement regarding Computation of
Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12 of the Partnerships annual report on
Form 10-K
(File
No. 001-32599)
filed on February 28, 2007).
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21
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.1
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Subsidiaries of the Partnership
(incorporated by reference to Exhibit 21 of the
Partnerships annual report on
Form 10-K
(File
No. 001-32599)
filed on February 28, 2007).
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23
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.1*
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Consent of Ernst & Young
LLP.
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23
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.2*
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Consent of Andrews Kurth LLP
(included in Exhibit 5.1).
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23
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.3*
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Consent of Andrews Kurth LLP
(included in Exhibit 8.1).
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24
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.1*
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Powers of Attorney (included on
signature pages).
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25
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.1*
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Form T-1
Statement of Eligibility under the Trust Indenture Act of 1939
of The Bank of New York to act as trustee under the Indenture.
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99
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.1*
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Form of Letter of Transmittal.
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99
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.2*
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Form of Notice of Guaranteed
Delivery.
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99
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.3*
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Form of Letter to Registered
Holders and DTC Participants.
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99
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.4*
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Form of Instructions to Registered
Holder or DTC Participant from Beneficial Owner.
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99
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.5*
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Form of Letter to Clients.
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* |
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Indicates exhibits filed herewith. |