WMB Williams Cos
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2021
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|One Williams Center|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (918) 573-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, $1.00 par value||WMB||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Regulation FD Disclosure.
On February 25, 2021, 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. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).
On February 25, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and TD Securities (USA) 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 $900,000,000 aggregate principal amount of its 2.600% Senior Notes due 2031 (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 25, 2021 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on March 1, 2021. The Offering is expected to close on March 2, 2021. 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 (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 by the Fourth Supplemental Indenture (the “Supplemental Indenture”), to be dated as of March 2, 2021, between the Company and the Trustee. The Notes will be represented by a global security, which is included as an exhibit to the Supplemental Indenture. The form of Supplemental Indenture and the form of the Notes are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated February 25, 2021, by and among The Williams Companies, Inc. and RBC Capital Markets, LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and TD Securities (USA) LLC, as representatives of the underwriters named in Schedule 1 thereto.|
|4.1||Form of Fourth Supplemental Indenture, to be dated March 2, 2021, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee.|
|4.2||Form of 2.600% Senior Notes due 2031 (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 25, 2021.|
|104||Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).|
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/ Robert E. Riley, Jr.
|Name: Robert E. Riley, Jr.|
|Title: Corporate Secretary|
Dated: March 2, 2021