What is the primary purpose of this 8-K filing?

This 8-K filing announces that The Williams Companies, Inc. (WMB) and its related entities have entered into a Merger Agreement to combine Williams Partners L.P. (WPZ) with Access Midstream Partners, L.P. (ACMP). The goal is to create a larger, more integrated midstream entity.

How will my WPZ units be treated in this merger?

If you are a public unitholder of WPZ (meaning you do not hold units through The Williams Companies, Inc. or its subsidiaries), each of your WPZ common units will be converted into 0.86672 newly issued common units of ACMP. If you hold WPZ units through Williams or its affiliates, the exchange ratio is slightly different at 0.80036 ACMP common units per WPZ common unit.

What happens to the companies after the merger?

Following the completion of the initial merger, ACMP is expected to survive and will change its name to Williams Partners L.P. This indicates a rebranding and integration of the two entities under the Williams Partners name.

What are the key conditions for this merger to be completed?

The merger is subject to several conditions, including the approval of the Merger Agreement by a majority of the outstanding WPZ units, obtaining necessary governmental consents and approvals, the absence of legal impediments, the effectiveness of a registration statement on Form S-4 for the ACMP units being issued, and the listing of these ACMP units on the New York Stock Exchange.

WMB 8-K: Material Agreements & Regulation FD

Summary

This 8-K filing from The Williams Companies, Inc. (WMB) announces a significant strategic transaction: the merger of Williams Partners L.P. (WPZ) with Access Midstream Partners, L.P. (ACMP). This merger, structured as an "all-stock" transaction, involves WPZ merging with a subsidiary of ACMP, with ACMP ultimately surviving and rebranding as Williams Partners L.P. following the transaction. The key implications for investors revolve around the exchange ratios for WPZ common units into ACMP common units, which differ slightly for public unitholders versus those held by Williams and its subsidiaries. This transaction aims to create a larger, integrated midstream entity with enhanced scale and operational efficiencies. The filing details the terms of the merger agreement, including the conditions for closing, termination provisions, and the approvals required from unitholders and regulatory bodies. The involvement of conflicts committees from both WPZ and ACMP indicates that the transaction has undergone scrutiny for fairness to all stakeholders. Investors should pay close attention to the upcoming Form S-4 filing, which will contain detailed information and prospectus materials, including the final exchange ratios and the implications for their holdings.

Key Highlights

1Williams Partners L.P. (WPZ) to merge with Access Midstream Partners, L.P. (ACMP) in an all-stock transaction.
2ACMP will survive the merger and be renamed Williams Partners L.P.
3Public WPZ unitholders will receive 0.86672 ACMP common units per WPZ common unit.
4Williams Companies, Inc. (WMB) and its subsidiaries will receive 0.80036 ACMP common units per WPZ common unit.
5The merger is subject to customary closing conditions, including unitholder approval and regulatory consents.
6Both WPZ and ACMP conflicts committees have approved the merger agreement.
7A Form S-4 registration statement will be filed with the SEC, containing important information for investors.

WILLIAMS COMPANIES, INC. 8-K Report, Material Agreement (Oct 27, 2014)

Summary

Key Highlights

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