Current Report Filing (8-k)
July 07 2017 - 4:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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): July 6, 2017
THE WILLIAMS COMPANIES, INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware
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1-4174
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73-0569878
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Williams Center,
Tulsa, Oklahoma
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74172
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (918)
573-2000
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)
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Delaware
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1-34831
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20-2485124
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Williams Center,
Tulsa, Oklahoma
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74172
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (918)
573-2000
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-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 2.01.
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Completion of Acquisition or Disposition of Assets.
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On July 6, 2017, pursuant to
the Membership Interest Purchase Agreement (the Purchase Agreement) among Williams Partners L.P. (the Partnership), Williams Field Services Group, LLC, an indirect wholly owned subsidiary of the Partnership (Williams
FSG), Williams Olefins, L.L.C., a wholly owned subsidiary of Williams FSG (the Company), NOVA Chemicals Inc. (Nova), and NOVA Chemicals Corporation, the Partnership completed the previously announced sale by Williams
FSG of 100% of the issued and outstanding membership interests of the Company to Nova for $2.1 billion, subject to a working capital adjustment (the Transaction).
A more detailed description of the material terms of the Purchase Agreement was included in the Partnerships Current Report on Form
8-K
filed on April 18, 2017.
Item 7.01.
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Regulation FD Disclosure.
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On July 6, 2017, The Williams Companies, Inc. and the
Partnership issued a press release announcing the completion of the Transaction and the Partnerships anticipated use of the cash proceeds from the Transaction to pay off its $850 million term loan and to fund a portion of the
Partnerships capital and investment expenditures. A copy of this 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.
Item 9.01.
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Financial Statements and Exhibits.
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(b)
Pro Forma Financial Information
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The Unaudited Pro Forma Condensed Balance Sheet of the Partnership as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements
of Income for the three months ended March 31, 2017 and the year ended December 31, 2016 and Notes thereto are attached hereto as Exhibit 99.2 and incorporated herein by reference.
The Unaudited Pro Forma Condensed Balance Sheet of The Williams Companies, Inc. as of March 31, 2017 and the Unaudited Pro Forma
Condensed Statements of Income for the three months ended March 31, 2017 and the year ended December 31, 2016 and Notes thereto are attached hereto as Exhibit 99.3 and incorporated herein by reference.
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Press release dated July 6, 2017.
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99.2
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Unaudited Pro Forma Condensed Balance Sheet of Williams Partners L.P. as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended
December 31, 2016 and Notes thereto.
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99.3
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Unaudited Pro Forma Condensed Balance Sheet of The Williams Companies, Inc. as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended
December 31, 2016 and Notes thereto.
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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.
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THE WILLIAMS COMPANIES, INC.
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By: /s/ Joshua H. De Rienzis
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Joshua H. De Rienzis
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Vice President and Corporate Secretary
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WILLIAMS PARTNERS L.P.
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By:
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WPZ GP LLC,
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its General Partner
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By:
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/s/ Joshua H. De Rienzis
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Joshua H. De Rienzis
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Vice President and Secretary
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DATED: July 7, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press release dated July 6, 2017.
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99.2
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Unaudited Pro Forma Condensed Balance Sheet of Williams Partners L.P. as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended
December 31, 2016 and Notes thereto.
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99.3
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Unaudited Pro Forma Condensed Balance Sheet of The Williams Companies, Inc. as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended
December 31, 2016 and Notes thereto.
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