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Williams Companies, Inc. – ‘8-K’ for 2/25/21

On:  Tuesday, 3/2/21, at 8:02am ET   ·   For:  2/25/21   ·   Accession #:  1193125-21-64614   ·   File #:  1-04174

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/02/21  Williams Companies, Inc.          8-K:7,8,9   2/25/21   14:599K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     29K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    141K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     96K 
 4: EX-5.1      Opinion of Counsel re: Legality                     HTML     14K 
 5: EX-99.1     Miscellaneous Exhibit                               HTML     13K 
10: R1          Document and Entity Information                     HTML     46K 
12: XML         IDEA XML File -- Filing Summary                      XML     13K 
 9: XML         XBRL Instance -- d21296d8k_htm                       XML     14K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 7: EX-101.LAB  XBRL Labels -- wmb-20210225_lab                      XML     54K 
 8: EX-101.PRE  XBRL Presentations -- wmb-20210225_pre               XML     34K 
 6: EX-101.SCH  XBRL Schema -- wmb-20210225                          XSD     13K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
14: ZIP         XBRL Zipped Folder -- 0001193125-21-064614-xbrl      Zip     66K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX: 
  8-K  
 i WILLIAMS COMPANIES, INC.  i false  i 0000107263 0000107263 2021-02-25 2021-02-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM  i 8-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):  i February 25, 2021

 

 

The Williams Companies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 i Delaware    i 1-4174    i 73-0569878

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 i One Williams Center  
 i Tulsa    i Oklahoma    i 74172-0172
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:  i (918)  i 573-2000

NOT APPLICABLE

(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:

 

   i 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

   i 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

   i 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

   i 

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

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

 i Common Stock, $1.00 par value    i WMB    i 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  i 

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 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).


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.

/s/ Robert E. Riley, Jr.

Name:    Robert E. Riley, Jr.
Title:      Corporate Secretary

Dated: March 2, 2021


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:3/2/218-K
3/1/21424B2
For Period end:2/25/214,  424B5,  FWP
12/18/124,  8-K
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  Williams Companies, Inc.          10-K       12/31/23  113:24M
 2/27/23  Williams Companies, Inc.          10-K       12/31/22  110:23M
 2/28/22  Williams Companies, Inc.          10-K       12/31/21  119:25M
10/07/21  Williams Companies, Inc.          424B2                  1:781K                                   Donnelley … Solutions/FA
10/05/21  Williams Companies, Inc.          424B5                  1:762K                                   Donnelley … Solutions/FA
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