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): November 7, 2011
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-4174 | 73-0569878 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| One Williams Center, Tulsa, Oklahoma | 74172 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: 918-573-2000
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.
Cash Tender Offer
On November 7, 2011, The Williams Companies, Inc. (“Williams”) issued a press release announcing that it has commenced a cash tender offer for certain of its outstanding debt securities for an aggregate purchase price of up to $1.0 billion. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
WPX Energy, Inc. Senior Notes Offering
On November 7, 2011, Williams issued a press release announcing that its wholly owned subsidiary, WPX Energy, Inc. (“WPX”), intends to offer, pursuant to an exemption from registration under the Securities Act of 1933, as amended, $1.5 billion in aggregate principal amount of senior notes in two series to certain institutional investors. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Also on November 7, 2011, Williams issued a press release announcing that WPX has priced its offering of $400 million in aggregate principal amount of 5.250% Senior Notes due 2017 and $1.1 billion in aggregate principal amount of 6.000% Senior Notes due 2022. The offering of the notes is expected to close on November 14, 2011, subject to certain closing conditions. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 7, 2011. | |
| 99.2 | Press Release, dated November 7, 2011. | |
| 99.3 | Press Release, dated November 7, 2011. | |
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.
| THE WILLIAMS COMPANIES, INC. | ||
| /s/ Lorna R. Simms | ||
| Name: Lorna R. Simms | ||
| Title: Assistant Corporate Secretary | ||
DATED: November 7, 2011
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 7, 2011. | |
| 99.2 | Press Release, dated November 7, 2011. | |
| 99.3 | Press Release, dated November 7, 2011. | |
Exhibit 99.1
DATE: Nov. 7, 2011
| MEDIA CONTACT: Jeff Pounds (918) 573-3332 |
INVESTOR CONTACT: Sharna Reingold (918) 573-2078 |
Williams Commences $1 Billion Cash Tender Offer for Outstanding Debt
TULSA, Okla. – Williams (NYSE: WMB) today announced the commencement of cash tender offers for the series of notes and debentures listed below (the “Notes”) for an aggregate purchase price of up to $1 billion (the “Tender Cap”). The terms and conditions of the tender offers are described in the Offer to Purchase, dated Nov. 7, 2011, and related Letter of Transmittal. Copies of these documents are available to holders from Global Bondholder Services Corporation, the depositary and information agent for the tender offers.
| Title of Security |
CUSIP | Amount Outstanding |
Acceptance Priority Level |
Fixed Spread (Basis Points) |
U.S. Treasury Reference Security |
Early Tender Payment (a) |
||||||||||||||||
| 7.875% Notes due 2021 |
969457BG4 | $ | 571,321,000 | 1 | 215 bps | 2.125% due Aug. 15, 2021 | $ | 30.00 | ||||||||||||||
| 7.50% Debentures due 2031 |
|
969457BB5 969457BA7 U96906AC3 |
|
$ | 526,573,000 | 1 | 220 bps | 3.750% due Aug. 15, 2041 | $ | 30.00 | ||||||||||||
| 7.75% Notes due 2031 |
969457BD1 | $ | 369,020,000 | 1 | 230 bps | 3.750% due Aug. 15, 2041 | $ | 30.00 | ||||||||||||||
| 8.75% Notes due 2032 |
969457BM1 | $ | 686,218,000 | 1 | 240 bps | 3.750% due Aug. 15, 2041 | $ | 30.00 | ||||||||||||||
| 8.125% Notes due 2012 |
969457BK5 | $ | 24,313,000 | 2 | 37.5 bps | 1.375% due March 15, 2012 | $ | 30.00 | ||||||||||||||
| 7.625% Notes due 2019 |
969457AW0 | $ | 31,655,000 | 3 | 185 bps | 2.125% due Aug. 15, 2021 | $ | 30.00 | ||||||||||||||
| 8.75% Senior Notes due 2020 |
|
969457BS8 969457BR0 U96906AF6 |
|
$ | 13,565,000 | 4 | 200 bps | 2.125% due Aug. 15, 2021 | $ | 30.00 | ||||||||||||
| 7.70% Debentures due 2027(b) |
565097AF9 | $ | 2,040,000 | 5 | 195 bps | 3.750% due Aug. 15, 2041 | $ | 30.00 | ||||||||||||||
| (a) | Per $1,000 principal amount of Notes tendered by the Early Tender Time and accepted for purchase. |
| (b) | Originally issued by MAPCO Inc., which was acquired by Williams in March 1998. |
The tender offer for each series of Notes will expire at 12:00 midnight, New York City time, on Dec. 6, 2011, (the “Expiration Time”), unless extended.
The applicable total consideration per $1,000 principal amount of each series of Notes (the “Total Consideration”) will be determined as described in the Offer to Purchase based on the present value of future payments on the applicable series of Notes discounted to the settlement date at a discount rate equal to the sum of the yield to maturity for the applicable reference security, calculated by the dealer managers based on the bid-side price at 2:00 p.m., New York City time, on Nov. 21, 2011, plus the applicable fixed spread, minus accrued interest up to, but not including, the settlement date.
Holders of Notes that are validly tendered and not validly withdrawn at or prior to 5 p.m., New York City time, on Nov. 21, 2011 (the “Early Tender Time”), unless extended, and accepted for purchase will receive the Total Consideration on the settlement date, which is expected to be Dec. 7, 2011.
Holders of Notes that are validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase will receive the Total Consideration minus an amount in cash equal to the amounts listed in the table above under the heading “Early Tender Payment,” which will be payable on the settlement date.
In addition, payments for Notes purchased will include accrued interest up to, but not including, the settlement date.
The amount of each series of Notes that may be accepted for purchase will be determined in accordance with the Acceptance Priority Levels set forth above and may be prorated as described in the Offer to Purchase. All Notes validly tendered and not validly withdrawn of the series with Acceptance Priority Level 1 will be accepted before any Notes of the series with Acceptance Priority Level 2 and so forth through succeeding levels. If the aggregate purchase price that would be payable for all Notes validly tendered and not validly withdrawn of any series or group of series with the same Acceptance Priority Level exceeds the remaining amount available under the Tender Cap, such Notes will be accepted for purchase on a pro rata basis. In that event, Notes with an Acceptance Priority Level following the prorated series or group of series will not be accepted for purchase.
Tenders of Notes may be validly withdrawn at any time up until 5 p.m., New York City time, on Nov. 21, 2011, unless such date and time are extended (such date and time, as the same may be extended, the “Withdrawal Deadline”), but after such time may not be validly withdrawn unless Williams is required by law to permit withdrawal. Tenders of Notes made after the Withdrawal Deadline may not be validly withdrawn at any time unless Williams is required by law to permit withdrawal. Williams reserves the right, but is not obligated, to increase the Tender Cap in its sole discretion without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights.
The consummation of the tender offers is conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase, including the financing condition described therein.
Williams has retained Barclays Capital and Citigroup as lead dealer managers, and Global Bondholder Services Corporation as the depositary and information agent for the tender offers.
For additional information regarding the terms of the tender offers, please contact: Barclays Capital at (800) 438-3242 (toll free) or (212) 528-7581 (collect) or Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation at (866) 736-2200 (toll free) or (212) 430-3774.
This press release is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. Williams is making the tender offers only by, and pursuant to, the terms and conditions of the Offer to Purchase and related Letter of Transmittal that are being furnished to the holders of Notes. Holders are urged to read the tender offer documents carefully. Subject to applicable law, Williams may amend, extend or, subject to certain conditions, terminate the tender offers.
About Williams (NYSE: WMB)
Williams is an integrated natural gas company focused on exploration and production, midstream gathering and processing, and interstate natural gas transportation primarily in the Rocky Mountains, Gulf Coast, Pacific Northwest, Eastern Seaboard and the Marcellus Shale in Pennsylvania. Most of the company’s interstate gas pipeline and midstream assets are held through its 75-percent ownership interest (including the general-partner interest) in Williams Partners L.P. (NYSE: WPZ), a leading diversified master limited partnership. More information is available at www.williams.com. Go to http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our e-mail list.
# # #
Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company 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 the company’s annual reports filed with the Securities and Exchange Commission.
Exhibit 99.2
DATE: Nov. 7, 2011
| MEDIA CONTACT: Jeff Pounds (918) 573-3332 |
INVESTOR CONTACT: Sharna Reingold (918) 573-2078 |
WPX Energy Announces Offering of Senior Notes
TULSA, Okla. – Williams (NYSE: WMB) announced today that its wholly owned subsidiary, WPX Energy, Inc., is offering an expected $1.5 billion in aggregate principal amount of senior notes in two series (collectively, the “Notes”) to certain institutional investors.
WPX will retain approximately $500 million of the net proceeds from the offering of the Notes and distribute the remainder of the net proceeds to Williams.
WPX will make the offering pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers of the Notes will offer the Notes only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under such laws or applicable exemptions from such registration requirements.
This press release 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 any such jurisdiction.
###
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 Williams expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by Williams 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 Williams, which may cause our actual results to differ materially from those implied or expressed by the forward-looking statements.
Exhibit 99.3
DATE: Nov. 7, 2011
| MEDIA CONTACT: Jeff Pounds (918) 573-3332 |
INVESTOR CONTACT: Sharna Reingold (918) 573-2078 |
WPX Energy Prices $1.5 Billion of Senior Notes
TULSA, Okla., Nov. 7, 2011 – Williams (NYSE: WMB) announced today that its wholly owned subsidiary, WPX Energy, Inc., has priced its previously announced offering of $400 million of senior notes due 2017 (the “2017 Notes”) and $1.1 billion of senior notes due 2022 (the “2022 Notes” and together with the 2017 Notes, the “Notes”).
The 2017 Notes were priced with a 5.250-percent coupon and at an offering price of 100 percent of par. The 2022 Notes were priced with a 6.000-percent coupon and at an offering price of 100 percent of par.
The expected settlement date for the offering is Nov. 14, 2011. WPX will retain $500 million of proceeds from the offering of the Notes and distribute the remainder of the net proceeds to Williams.
The initial purchasers of the Notes will offer the notes only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under such laws or applicable exemptions from such registration requirements.
This press release 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 any such jurisdiction.
###
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 Williams expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by Williams 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 Williams, which may cause our actual results to differ materially from those implied or expressed by the forward-looking statements.