UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2023 (
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| Item 7.01. | Regulation FD Disclosure. |
On February 27, 2023, The Williams Companies, Inc. (the “Company”) issued a press release announcing that it had priced the Offering (as defined below). A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 on this Current Report on Form 8-K and Exhibit 99.1 attached hereto are deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
| Item 8.01. | Other Events. |
On February 27, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule 1 thereto, with respect to the offering and sale in an underwritten public offering (the “Offering”) of $750 million aggregate principal amount of its 5.400% Senior Notes due 2026 (the “2026 Notes”) and $750 million aggregate principal amount of its 5.650% Senior Notes due 2033 (the “2033 Notes” and, together with the 2026 Notes, the “Notes”). The Underwriting Agreement is filed as Exhibit 1.1 to this report.
The Offering has been registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-253451) of the Company (the “Registration Statement”) and the prospectus supplement dated February 27, 2023 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on March 1, 2023. The Offering is expected to close on March 2, 2023. The legal opinion of Gibson, Dunn & Crutcher LLP related to the Offering pursuant to the Registration Statement is filed as Exhibit 5.1 to this report.
The Notes will be issued pursuant to an 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 by the Seventh Supplemental Indenture (the “Supplemental Indenture”), to be dated as of March 2, 2023, between the Company and the Trustee. Each of the 2026 Notes and the 2033 Notes will be represented by a global security, the applicable form of which is included as an exhibit to the Supplemental Indenture. The form of Supplemental Indenture and the forms of the 2026 Notes and the 2033 Notes are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated February 27, 2023, by and among The Williams Companies, Inc. and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule 1 thereto. | |
| 4.1 | Form of Seventh Supplemental Indenture, to be dated March 2, 2023, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| 4.2 | Form of 5.400% Senior Notes due 2026 (included in Exhibit 4.1). | |
| 4.3 | Form of 5.650% Senior Notes due 2033 (included in Exhibit 4.1). | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP relating to the Offering. | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release dated February 27, 2023. | |
| 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: March 2, 2023 | By: | /s/ Robert E. Riley, Jr. | ||||
| Robert E. Riley, Jr. | ||||||
| Corporate Secretary | ||||||