Filed pursuant to Rule 433
Registration Statement No. 333-137562
December 6, 2006
Williams Partners L.P.
Pricing Sheet
7,000,000 Common Units Representing Limited Partner Interests
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Issuer:
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Williams Partners L.P. |
Symbol:
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WPZ |
Units offered:
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7,000,000 common units |
Greenshoe:
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1,050,000 common units |
Price to public:
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$38.00 per common unit |
Gross Proceeds:
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$266,000,000 |
Closing date:
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12/13/06 |
CUSIP:
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96950F 10 4 |
Underwriters:
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Lehman Brothers Inc. |
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Citigroup Global Markets Inc. |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
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Wachovia Capital Markets, LLC |
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Morgan Stanley & Co., Incorporated |
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UBS Securities LLC |
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A.G. Edwards & Sons, Inc. |
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Raymond James & Associates, Inc. |
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RBC Capital Markets Corporation |
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Stifel, Nicolaus & Company, Incorporated |
We have been advised by the underwriters that, prior to purchasing the common units being offered
pursuant to the prospectus supplement, between December 4, 2006 and December 6, 2006, one of the
underwriters purchased, on behalf of the syndicate, 109,000 common units at an average price of
$38.1949 per unit in stabilizing transactions.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if you request it by
calling toll-free (800) 831-9146 (Citigroup), or by faxing a request to (631) 254-7268 or e-mailing
a request to Monica_Castillo@adp.com (Lehman Brothers, c/o ADP Financial Services, Integrated
Distribution Services).