8-K

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): July 10, 2012

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

(Exact name of registrant as specified in its charter)

Delaware	1-7584	74-1079400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2800 Post Oak Boulevard, P.O. Box 1396, Houston, Texas		77056
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 215-2000

Check the appropriate box below if the Form 8-K 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.

On July 10, 2012, Transcontinental Gas Pipe Line Company, LLC (the “Company”) issued a press release announcing that it intends to offer, pursuant to an exemption from registration under the Securities Act of 1933, as amended, senior notes to certain institutional investors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on July 10, 2012, the Company issued a press release announcing that it has priced its offering of $400 million in aggregate principal amount of 4.45% Senior Notes due 2042. The offering of the notes is expected to close on July 13, 2012, subject to certain closing conditions. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated July 10, 2012
99.2	Press release dated July 10, 2012

1

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 hereunto duly authorized.

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
	By:	/s/ Lorna R. Simms
		Lorna R. Simms
		Assistant Secretary

DATED: July 10, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated July 10, 2012
99.2	Press release dated July 10, 2012

EX-99.1

Exhibit 99.1

Williams Partners L.P. (NYSE: WPZ) One Williams Center Tulsa, OK 74172 800-600-3782 www.williamslp.com  

DATE: July 10, 2012

MEDIA CONTACT:	INVESTOR CONTACTS:
Jeff Pounds (918) 573-3332	John Porter (918) 573-0797	Sharna Reingold (918) 573-2078

Transco Initiates Private Debt Issuance

TULSA, Okla. – Transcontinental Gas Pipe Line Company, LLC, a wholly owned subsidiary of Williams Partners L.P. (NYSE: WPZ), announced today that it is offering senior notes to certain institutional investors. The notes will be offered pursuant to certain exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).

Transco intends to use $325 million of the net proceeds from the offering to repay its $325 million of 8.875-percent notes due 2012, upon their maturity on July 15. The remainder of the net proceeds will be used for general corporate purposes, including capital expenditures.

The offering of the notes has not been registered under the Securities Act or applicable state securities laws. The notes may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the notes described in this press release, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Transco believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Transco’s annual and quarterly reports filed with the Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

Williams Partners L.P. (NYSE: WPZ)     One Williams Center     Tulsa, OK 74172     800-600-3782     www.williamslp.com    

DATE: July 10, 2012

MEDIA CONTACT:	INVESTOR CONTACTS:
Jeff Pounds (918) 573-3332	John Porter (918) 573-0797	Sharna Reingold (918) 573-2078

Transco Prices Private Debt Issuance

TULSA, Okla. – Transcontinental Gas Pipe Line Company, LLC, a wholly owned subsidiary of Williams Partners L.P. (NYSE: WPZ), announced that it has priced its previously announced offering of senior notes.

The $400 million in aggregate principal amount of senior notes due 2042, scheduled to be delivered on July 13, 2012, were priced with a 4.45-percent coupon and at an offering price of 99.701 percent of par, with a yield to investors of 4.468 percent.

Transco intends to use $325 million of the net proceeds from the offering to repay its $325 million of 8.875-percent notes due 2012, upon their maturity on July 15. The remainder of the net proceeds will be used for general corporate purposes, including capital expenditures.

The notes will be offered pursuant to certain exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"). The offering of the notes has not been registered under the Securities Act or applicable state securities laws. The notes may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the notes described in this press release, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Portions of this document may constitute "forward-looking statements" as defined by federal law. Although Transco believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the "safe harbor" protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Transco's annual and quarterly reports filed with the Securities and Exchange Commission.