Item 7.01. 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").
Item 8.01. Other Events.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
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).
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