Item 1.01. Entry Into Material Definitive Agreement.
On March 14, 2020, The Williams Companies, Inc. (the "Company") completed a
registered offering (the "Offering") of $1,000,000,000 aggregate principal
amount of its 3.500% Senior Notes due 2030 (the "Notes"). 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. 333-223149)
of the Company (the "Registration Statement"), and the prospectus supplement
dated March 12, 2020 and filed with the Securities and Exchange Commission
pursuant to Rule 424(b) of the Securities Act on March 13, 2020 (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 by the Third
Supplemental Indenture (the "Supplemental Indenture" and together with the Base
Indenture, the "Indenture"), dated as of March 14, 2020, between the Company and
the Trustee. The Notes are represented by a global security, a form of which is
included as an exhibit to the Supplemental Indenture.
The Notes will pay interest semi-annually in cash in arrears on May 15 and
November 15 of each year, beginning on November 15, 2020. 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 August 15, 2030 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 August 15, 2030 to redeem the 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 was
previously filed, and a copy of the Supplemental Indenture is filed as Exhibit
4.1 to this report. The descriptions of the terms of the Base Indenture and the
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
No. Description
4.1 Third Supplemental Indenture, dated as of May 14, 2020, 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).
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