WPZ_2013.12.31_8K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2014
Williams Partners L.P.
(Exact name of registrant as specified in its charter)
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Delaware | 1-32599 | 20-2485124 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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One Williams Center Tulsa, Oklahoma | 74172-0172 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (918) 573-2000
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
As disclosed in our Quarterly Report on Form 10-Q for the period ended March 31, 2014, on February 28, 2014, we acquired certain of Williams’ Canadian operations (Canada Acquisition), including an oil sands offgas processing plant near Fort McMurray, Alberta, approximately 260 miles of natural gas liquid (NGL) and olefins pipelines, as well as an NGL/olefins fractionation facility and butylene/butane splitter facility at Redwater, Alberta. We also acquired an in-progress expansion project at the Redwater facility.
The Canada Acquisition was made in exchange for consideration of $25 million in cash, the issuance of 25,577,521 Class D limited-partner units, and an increase in the capital account of our general partner to allow it to maintain its 2 percent general partner interest. In lieu of cash distributions, the Class D units will receive quarterly distributions of additional paid-in-kind Class D units. All outstanding Class D units will be convertible to common units beginning in the first quarter of 2016.
The following items of our Annual Report on Form 10-K for the year ended December 31, 2013, have been recast to reflect the consolidation of the historical results of the Canada Acquisition throughout the periods presented, to the extent applicable, and are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference:
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• | Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges |
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◦ | Item 6. Selected Financial Data |
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◦ | Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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◦ | Item 7A. Quantitative and Qualitative Disclosures About Market Risk |
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◦ | Item 8. Financial Statement and Supplementary Data |
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• | Exhibit 101.INS - XBRL Instance Document. |
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• | Exhibit 101.SCH - XBRL Taxonomy Extension Schema. |
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• | Exhibit 101.CAL - XBRL Taxonomy Extension Calculation Linkbase. |
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• | Exhibit 101.DEF - XBRL Taxonomy Extension Definition Linkbase. |
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• | Exhibit 101.LAB - XBRL Taxonomy Extension Label Linkbase. |
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• | Exhibit 101.PRE - XBRL Taxonomy Extension Presentation Linkbase. |
The recast items of the Form 10-K described above have been updated for only the aforementioned Canada Acquisition, as well as the addition of Note 17 – Subsequent Events within Item 8 of Exhibit 99.1. We have not otherwise updated for activities or events occurring after the date these items were originally presented. This Current Report on Form 8-K should be read in conjunction with our Quarterly Report on Form 10-Q for the period ended March 31, 2014.
FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENT FOR
PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
Certain matters contained in this report, including the exhibits thereto, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” ”assumes,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “guidance,” “outlook,” “in service date,” or other similar expressions. These forward-looking statements, as of the date they were made, were based on management’s beliefs and assumptions and on information available to management and include, among others, statements regarding:
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• | Amounts and nature of future capital expenditures; |
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• | Expansion and growth of our business and operations; |
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• | Financial condition and liquidity; |
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• | Cash flow from operations or results of operations; |
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• | The levels of cash distributions to unitholders; |
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• | Natural gas, natural gas liquids and olefins prices, supply and demand; |
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• | Demand for our services. |
Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Limited partner units are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. You should carefully consider the risk factors discussed below in addition to the other information in this report. If any of the following risks 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 distributions on our common units, the trading price of our common units could decline, and unitholders could lose all or part of their investment. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:
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• | Whether we have sufficient cash from operations to enable us to pay current and expected levels of cash distributions, if any following establishment of cash reserves and payment of fees and expenses, including payments to our general partner; |
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• | Availability of supplies, market demand, and volatility of prices; |
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• | Inflation, interest rates, fluctuation in foreign exchange rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers); |
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• | The strength and financial resources of our competitors and the effects of competition; |
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• | Whether we are able to successfully identify, evaluate and execute investment opportunities; |
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• | Ability to acquire new businesses and assets and successfully integrate those operations and assets into our existing businesses, as well as successfully expand our facilities; |
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• | Development of alternative energy sources; |
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• | The impact of operational and development hazards and unforeseen interruptions; |
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• | Costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), environmental liabilities, litigation and rate proceedings; |
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• | Our allocated costs for defined benefit pension plans and other postretirement benefit plans sponsored by our affiliates; |
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• | Changes in maintenance and construction costs; |
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• | Changes in the current geopolitical situation; |
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• | Our exposure to the credit risks of our customers and counterparties; |
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• | Risks related to financing, including restrictions stemming from our debt agreements, future changes in our credit ratings and the availability and cost of capital; |
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• | The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate; |
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• | Risks associated with weather and natural phenomena, including climate conditions; |
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• | Acts of terrorism, including cybersecurity threats and related disruptions; |
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• | Additional risks described in our filings with the Securities and Exchange Commission (SEC). |
Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. These factors are described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC on February 26, 2014. Please also closely consider the disclosures in our Quarterly Report for the period ended March 31, 2014.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. | Description |
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12 | Computation of Ratio of Earnings to Fixed Charges. |
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23.1 | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. |
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23.2 | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. |
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99.1 | Selected Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk, and Financial Statements and Supplementary Data of Williams Partners L.P. (Part II, Items 6, 7, 7A and 8 of our Annual Report on Form 10-K for the year ended December 31, 2013). |
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101.INS | XBRL Instance Document. |
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101.SCH | XBRL Taxonomy Extension Schema. |
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101.CAL | XBRL Taxonomy Extension Calculation Linkbase. |
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101.DEF | XBRL Taxonomy Extension Definition Linkbase. |
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101.LAB | XBRL Extension Label Linkbase. |
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101.PRE | XBRL Taxonomy Extension Presentation Linkbase. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WILLIAMS PARTNERS L.P.
By: Williams Partners GP LLC, its general partner
By: /s/ Ted T. Timmermans
Ted T. Timmermans
Vice President, Controller, and Chief Accounting Officer
(Duly Authorized Officer and Principal Accounting Officer)
May 19, 2014
EXHIBIT INDEX
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Exhibit No. | Description |
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12 | Computation of Ratio of Earnings to Fixed Charges. |
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23.1 | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. |
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23.2 | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. |
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99.1 | Selected Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk, and Financial Statements and Supplementary Data of Williams Partners L.P. (Part II, Items 6, 7, 7A and 8 of our Annual Report on Form 10-K for the year ended December 31, 2013). |
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101.INS | XBRL Instance Document. |
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101.SCH | XBRL Taxonomy Extension Schema. |
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101.CAL | XBRL Taxonomy Extension Calculation Linkbase. |
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101.DEF | XBRL Taxonomy Extension Definition Linkbase. |
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101.LAB | XBRL Extension Label Linkbase. |
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101.PRE | XBRL Taxonomy Extension Presentation Linkbase. |