Shearman & Sterling represented the underwriters in connection with the registered offering by Williams Partners L.P. (“Williams Partners,” NYSE: WPZ) of $1.45 billion aggregate principal amount of 3.750% senior notes due 2027.  Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC acted as joint book-running managers and representatives of the several underwriters.  Williams Partners intends to use the net proceeds of this offering for general partnership purposes, including the repayment of its $1.4 billion aggregate principal amount of 4.875% senior notes due 2023 or other of its outstanding indebtedness.

Williams Partners is an industry-leading, large-cap natural gas infrastructure master limited partnership with operations across the natural gas value chain from gathering, processing and interstate transportation of natural gas and natural gas liquids to petchem production of ethylene, propylene and other olefins.