UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): March 15, 2018
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-04174 | | 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) |
(918)573-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Williams Partners L.P.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34831 | | 20-2485124 |
(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) |
(918)573-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Transcontinental Gas Pipe Line Company, LLC
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-07584 | | 74-1079400 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
| 2800 Post Oak Boulevard, Houston, Texas | | 77056 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(713)215-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) orRule 12b-2 of the Securities Exchange Act of 1934 (17 CFR240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Indenture
On March 15, 2018, Transcontinental Gas Pipe Line Company, LLC (the “Company”), an indirect wholly owned subsidiary of Williams Partners L.P., a publicly traded limited partnership controlled by The Williams Companies, Inc., completed an offering of $400 million in aggregate principal amount of its 4.000% Senior Notes due 2028 (the “2028 Notes”) and $600,000,000 in aggregate principal amount of its 4.600% Senior Notes due 2048 (the “2048 Notes,” and collectively, the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes were issued under an Indenture, dated as of March 15, 2018 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes are the Company’s senior unsecured obligations ranking equally with the Company’s other existing and future senior unsecured indebtedness. The 2028 Notes bear interest at a rate of 4.000% per annum and were priced at 99.446% of par. The 2028 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year commencing on September 15, 2018. The 2028 Notes will mature on March 15, 2028. The 2048 Notes bear interest at a rate of 4.600% per annum and were priced at 99.276% of par. The 2048 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year commencing on September 15, 2018. The 2048 Notes will mature on March 15, 2048.
At any time prior to December 15, 2027, in the case of the 2028 Notes, and September 15, 2047, in the case of the 2048 Notes, the Company may redeem some or all of the Notes at a specified “make whole” premium described in the Indenture. The Company also has the option, at any time on or after December 15, 2027, in the case of the 2028 Notes, and September 15, 2047, in the case of the 2048 Notes, to redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, as more fully described in the Indenture. The Indenture contains covenants that, among other things, restrict the Company’s ability to grant liens on its assets and merge, consolidate or transfer or lease all or substantially all of its assets, subject to certain qualifications and exceptions.
The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form8-K and incorporated herein by reference.
Registration Rights Agreement
The holders of the Notes are entitled to the benefits of a Registration Rights Agreement, dated March 15, 2018 (the “Registration Rights Agreement”), among the Company and the initial purchasers listed therein. Pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement with the Securities and Exchange Commission for an offer to exchange the Notes for a new issuance of substantially identical notes issued under the Securities Act (the “Exchange Offer”) and to cause the Exchange Offer to be consummated within 365 days after March 15, 2018. The Company may be required to provide a shelf registration statement to cover resales of the Notes under certain circumstances. If the Company fails to satisfy its obligations under the Registration Rights Agreement, it may be required to pay additional interest on the Notes.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 4.1 | | Indenture, dated as of March 15, 2018, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| |
| 10.1 | | Registration Rights Agreement, dated March 15, 2018, among Transcontinental Gas Pipe Line Company, LLC and the initial purchasers listed therein. |
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. |
| |
| By: | | /s/ Robert E. Riley, Jr. |
| | Robert E. Riley, Jr. |
| | Assistant Corporate Secretary |
|
| WILLIAMS PARTNERS L.P. |
| By: WPZ GP, LLC, its general partner |
| | |
| |
| By: | | /s/ Robert E. Riley, Jr. |
| | Robert E. Riley, Jr. |
| | Assistant Secretary |
| | |
|
| TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC |
| | |
| |
| By: | | /s/ Robert E. Riley, Jr. |
| | Robert E. Riley, Jr. |
| | Assistant Secretary |
DATED: March 15, 2018
