UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into Material Definitive Agreement.
On August 13, 2024, The Williams Companies, Inc. (the “Company”) completed a registered offering (the “Offering”) of $450 million aggregate principal amount of its 4.800% Senior Notes due 2029 (the “2029 Notes”), $300 million aggregate principal amount of its 5.150% Senior Notes due 2034 (the “ New 2034 Notes”) and $750 million aggregate principal amount of its 5.800% Senior Notes due 2054 (the “2054 Notes” and, together with the 2029 Notes and the New 2034 Notes, the “Notes”). The New 2034 Notes are an additional issuance of the Company’s 5.150% Senior Notes due 2034 issued on January 5, 2024 and will trade interchangeably with the $1.0 billion aggregate principal amount of such notes that were issued on such date. The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-277232) of the Company (the “Registration Statement”) and the prospectus supplement dated August 8, 2024 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on August 12, 2024 (the “Prospectus Supplement”).
The Notes were issued pursuant to an Indenture (the “Base Indenture”), dated as of December 18, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”), as supplemented, in the case of the New 2034 Notes, by the Ninth Supplemental Indenture (the “Ninth Supplemental Indenture”), dated as of January 5, 2024, between the Company and the Trustee, and, in the case of the 2029 Notes and the 2054 Notes, by the Tenth Supplemental Indenture (the “Tenth Supplemental Indenture,” and together with the Base Indenture and the Ninth Supplemental Indenture, the “Indenture”), dated as of August 13, 2024, between the Company and the Trustee. The New 2034 Notes are represented by a global security, a form of which is included as an exhibit to the Ninth Supplemental Indenture. The 2029 Notes and 2054 Notes are each represented by a global security, the applicable forms of which are included as exhibits to the Tenth Supplemental Indenture.
The New 2034 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The interest payment with respect to the New 2034 Notes on September 15, 2024 will include accrued interest from January 5, 2024. The 2029 Notes and the 2054 Notes will pay interest semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on November 15, 2024. The Notes are the Company’s senior unsecured obligations and will rank equally in right of payment with all of its other senior indebtedness and senior to all of its future indebtedness that is expressly subordinated in right of payment to the Notes.
The Indenture contains covenants that, among other things, restrict the Company’s ability to incur liens on assets to secure certain debt and merge, consolidate or sell, assign, transfer, lease convey or otherwise dispose of all or substantially all of its assets, subject to certain qualifications and exceptions. The Indenture includes customary events of default, including payment defaults and certain events of bankruptcy, insolvency or reorganization.
The Company may redeem some or all of the Notes at any time or from time to time prior to October 15, 2029, in the case of the 2029 Notes, December 15, 2033, in the case of the New 2034 Notes, and May 15, 2054, in the case of the 2054 Notes, at a specified “make-whole” premium described in the Indenture. The Company also has the option at any time or from time to time on or after October 15, 2029, in the case of the 2029 Notes, December 15, 2033, in the case of the New 2034 Notes, and May 15, 2054, in the case of the 2054 Notes, to redeem the applicable Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date, as more fully described in the Indenture. A copy of the Base Indenture and Ninth Supplemental Indenture were previously filed, and a copy of the Tenth Supplemental Indenture is filed as Exhibit 4.1 to this report. The description of the terms of the Base Indenture, Ninth Supplemental Indenture, and Tenth Supplemental Indenture in this Item 1.01 are qualified in their entirety by reference to such exhibits.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 4.1 | Tenth Supplemental Indenture, dated as of August 13, 2024, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee. | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | |
SIGNATURES
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.
| THE WILLIAMS COMPANIES, INC. | ||||||
| Dated: August 13, 2024 | By: | /s/ Robert E. Riley, Jr. | ||||
| Robert E. Riley, Jr. | ||||||
| Corporate Secretary | ||||||