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 10, 2023, The Williams Companies, Inc. (the “Company”) completed a registered offering (the “Offering”) of $350 million aggregate principal amount of its 5.400% Senior Notes due 2026 (the “New 2026 Notes”) and $900 million aggregate principal amount of its 5.300% Senior Notes due 2028 (the “2028 Notes” and, together with the New 2026 Notes, the “Notes”). The New 2026 Notes are an additional issuance of the Company’s 5.400% Senior Notes due 2026 issued on March 2, 2023 and will trade interchangeably with the $750 million 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. 333-253451) of the Company (the “Registration Statement”) and the prospectus supplement dated August 7, 2023 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on August 9, 2023 (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 2026 Notes, by the Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”), dated as of March 2, 2023, between the Company and the Trustee, and, in the case of the 2028 Notes, by the Eighth Supplemental Indenture (the “Eighth Supplemental Indenture,” and together with the Base Indenture and the Seventh Supplemental Indenture, the “Indenture”), dated as of August 10, 2023, between the Company and the Trustee. The New 2026 Notes are represented by a global security, a form of which is included as an exhibit to the Seventh Supplemental Indenture. The 2028 Notes are represented by a global security, a form of which is included as an exhibit to the Eighth Supplemental Indenture.
The New 2026 Notes will pay interest semi-annually in cash in arrears on March 2 and September 2 of each year, beginning on September 2, 2023. The interest payment with respect to the 2026 notes on September 2, 2023 will include accrued interest from March 2, 2023. The 2028 Notes will pay interest semi-annually in cash in arrears on February 15 and August 15 of each year, beginning on February 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 the maturity date, in the case of the New 2026 Notes, and July 15, 2028, in the case of the 2028 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 July 15, 2028 to redeem the 2028 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 Seventh Supplemental Indenture were previously filed, and a copy of the Eighth Supplemental Indenture is filed as Exhibit 4.1 to this report. The description of the terms of the Base Indenture, Seventh Supplemental Indenture, and Eighth 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 |
Description | |
| 4.1 | Eighth Supplemental Indenture, dated as of August 10, 2023, 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 10, 2023 | By: | /s/ Robert E. Riley, Jr. | ||||
| Robert E. Riley, Jr. | ||||||
| Corporate Secretary | ||||||