0001193125-20-284059.txt : 20201211 0001193125-20-284059.hdr.sgml : 20201211 20201102171928 ACCESSION NUMBER: 0001193125-20-284059 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC CENTRAL INDEX KEY: 0000099250 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 741079400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: PO BOX 1396 CITY: HOUSTON STATE: TX ZIP: 77251 BUSINESS PHONE: 7132152000 MAIL ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: PO BOX 1396 CITY: HOUSTON STATE: TX ZIP: 77251 FORMER COMPANY: FORMER CONFORMED NAME: TRANSCONTINENTAL GAS PIPE LINE CORP DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm CORRESP

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

2800 Post Oak Boulevard

Houston, Texas 77056

(713) 215-2000

November 2, 2020

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

  Re:

Transcontinental Gas Pipe Line Company, LLC Registration Statement on Form S-4 (File No. 333-249803)

Ladies and Gentlemen:

This letter is sent on behalf of Transcontinental Gas Pipe Line Company, LLC (the “Company”), in connection with the above referenced Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the Company’s proposed offer to exchange (the “Exchange Offer”) up to $700 million aggregate principal amount of its new 3.250% Senior Notes due 2030 (the “2030 Exchange Notes”) and up to $500 million aggregate principal amount of its new 3.950% Senior Notes due 2050 (the “2050 Exchange Notes” and, together with the 2030 Exchange Notes, the “Exchange Notes”) for a like principal amount of its outstanding 3.250% Senior Notes due 2030 (the “Outstanding 2030 Notes”) and 3.950% Senior Notes due 2050 (the “Outstanding 2050 Notes” and, together with the Outstanding 2030 Notes, the “Outstanding Notes”).

The Company is registering the Exchange Offer pursuant to the Registration Statement in reliance on the position enunciated by the staff of the Commission (the “Staff”) in Exxon Capital Holdings Corp., SEC No-action letter available May 13, 1988, Morgan Stanley & Co., SEC No-action letter available June 5, 1991, and Shearman & Sterling, SEC No-action letter available July 2, 1993. The Company has not entered into any arrangement or understanding with any person who will receive Exchange Notes in the Exchange Offer to distribute those Exchange Notes following completion of the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer will be acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any person using the Exchange Offer to participate in a distribution of the Exchange Notes to be received in the Exchange Offer (1) cannot rely on the Staff’s position enunciated in the Exxon Capital SEC No- action letter or similar letters of the Staff and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and be identified as an underwriter in the prospectus. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

The Company will include in the transmittal letter or similar documentation to be executed by an Exchange Offer offeree in order to participate in the Exchange Offer the following provision:

If the Exchange Offer offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, it must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Company will also require that each participant in the Exchange Offer furnish a representation in the transmittal letter or similar documentation that neither such participant nor, to the actual knowledge of such participant, any other person receiving Exchange Notes from such participant, has any arrangement or understanding with any person to participate in the distribution of the Exchange Notes.

The Company will make broker-dealers participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

Please do not hesitate to contact Robyn E. Zolman of Gibson, Dunn & Crutcher LLP at (303) 298-5740 or the undersigned at (713) 215-2000 with any questions or comments concerning this letter.

[Signature page follows]

 

2

Kind regards,

 

/s/ Robert E. Riley, Jr.

 

Robert E. Riley, Jr.

Secretary

 

cc:

Robyn E. Zolman, Gibson, Dunn & Crutcher LLP

 

 

 

 

[Transcontinental Gas Pipe Line Company, LLC Exxon Capital Letter]