TULSA, Okla., May 24 /PRNewswire-FirstCall/ -- Williams
Partners L.P. (NYSE: WPZ) and Williams Pipeline Partners L.P.
(NYSE: WMZ) announced today they have signed a merger
agreement.
It is anticipated that the associated Form S-4 Registration
Statement and Joint Proxy Statement/Prospectus will be filed
shortly with the Securities and Exchange Commission.
Merger Agreement Terms
Under the terms of the merger agreement, public WMZ common
unitholders will receive 0.7584 WPZ common units for each WMZ
common unit they own at the effective time of the merger. As
a result of the merger, all currently outstanding WMZ common units
and WMZ subordinated units will be extinguished, and Williams
Pipeline Partners will be indirectly wholly owned by Williams
Partners.
The WMZ Conflicts Committee, which is comprised of the
independent members of the board of directors of Williams Pipeline
Partners' general partner, has unanimously approved the merger and
the merger agreement. The WMZ Conflicts Committee determined
that the merger is in the best interests of the partnership and the
holders of WMZ common units that are not owned by Williams Partners
and its affiliates.
The approval and adoption of the merger agreement by Williams
Pipeline Partners requires approval by a majority of the
outstanding WMZ common units other than WMZ common units held by
Williams Partners and its affiliates. It also requires
approval of a majority of the outstanding subordinated units of
WMZ, as well as the expiration of the applicable waiting period
under the Hart-Scott-Rodino Act. Williams Pipeline Partners'
general partner owns all of the outstanding subordinated units of
WMZ and has agreed to vote them in favor of the merger.
Special Meeting
Voting on the merger agreement will take place at a special
meeting of WMZ limited partners on a future date to be determined
after the SEC declares the Form S-4 effective.
Unitholders on the close of business on the record date to be
set for the special meeting will be eligible to vote on the
merger. Unitholders of record may either vote in person at
the special meeting, or by proxy under the procedures detailed in
the S-4 filing.
Strategic Restructuring
This merger is the final step in the strategic restructuring
that Williams (NYSE: WMB) and Williams Partners announced on Jan.
19. The restructuring primarily involved Williams
contributing most of its midstream and interstate gas pipeline
assets, including its general- and limited-partner interests in
Williams Pipeline Partners, to Williams Partners. As a
result, Williams Partners currently owns a 47.7-percent interest in
Williams Pipeline Partners.
It was originally announced that Williams Partners would
initiate an exchange offer for the outstanding Williams Pipeline
Partners units following the asset contribution at a fixed exchange
ratio of 0.7584 WPZ units for each WMZ unit. However, a
subsequent call of any untendered WMZ units would have been
necessary if 100 percent of the publicly held WMZ units were not
tendered in an exchange offer. As such, Williams Partners and
the WMZ Conflicts Committee determined a single merger transaction
would be a more attractive alternative.
About Williams Partners L.P. (NYSE: WPZ)
Williams Partners L.P. is a leading diversified master limited
partnership focused on natural gas transportation; gathering,
treating, and processing; storage; natural gas liquid (NGL)
fractionation; and oil transportation. The partnership owns
interests in three major interstate natural gas pipelines that,
combined, deliver 12 percent of the natural gas consumed in
the United States. The
partnership's gathering and processing assets include large-scale
operations in the U.S. Rocky Mountains and both onshore and
offshore along the Gulf of Mexico.
Williams (NYSE: WMB) owns approximately 84 percent of
Williams Partners, including the general-partner interest.
More information is available at www.williamslp.com. Go to
http://www.b2i.us/irpass.asp?BzID=1296&to=ea&s=0 or
http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our
e-mail list.
About Williams Pipeline Partners L.P. (NYSE: WMZ)
Williams Pipeline Partners is a publicly traded master limited
partnership that owns and operates natural gas transportation and
storage assets. The general partner of Williams Pipeline
Partners is Williams Pipeline GP LLC, which is a wholly owned
subsidiary of Williams Partners L.P. (NYSE: WPZ). For more
information, please visit www.williamspipelinepartners.com.
Go to
http://www.b2i.us/irpass.asp?BzID=1589&to=ea&s=0 to join
our e-mail list.
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Contact:
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Jeff Pounds
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Williams (media relations)
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(918) 573-3332
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Sharna Reingold
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Williams (investor relations)
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(918) 573-2078
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This press release may include "forward-looking statements"
as defined by federal law. All statements, other than
statements of historical facts, included in this press release that
address activities, events or developments that the Partnership
expects, believes or anticipates will or may occur in the future
are forward-looking statements. These statements are based on
certain assumptions made by the Partnership based on its experience
and perception of historical trends, current conditions, expected
future developments and other factors it believes are appropriate
in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
control of the Partnership, which may cause our actual results to
differ materially from those implied or expressed by the
forward-looking statements. Additional information about
issues that could lead to material changes in performance is
contained in the Partnership's annual and quarterly reports filed
with the Securities and Exchange Commission.
SOURCE Williams Partners L.P.; Williams Pipeline Partners
L.P.