As filed with the Securities and Exchange Commission on February 22, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
The Williams Companies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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73-0569878
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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One Williams Center
Tulsa, Oklahoma 74172-0172
(918)
573-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
T. Lane Wilson
Senior
Vice President and General Counsel
One Williams Center, Suite 4900
Tulsa, Oklahoma 74172-0172
(918)
573-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
Robyn E. Zolman
Gibson,
Dunn & Crutcher LLP
1801 California Street, Suite 4200
Denver, Colorado 80202-2641
(303)
298-5700
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
(The facing
page is continued on the following page.)
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered
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Amount To Be Registered (1)(2)
Proposed Maximum Offering Price Per Unit (1)(2)
Proposed Maximum Aggregate Offering Price (1)
Amount of Registration Fee (1)
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Debt Securities
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Preferred Stock, $1 par value
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Common Stock, $1 par value
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Purchase Contracts
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Warrants
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Units(3)
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(1)
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An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not
be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, the registrant is deferring payment of all of the
registration fee.
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(2)
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Includes such indeterminate amounts of securities as may be issued upon exercise, conversion or exchange of, or pursuant to anti-dilution adjustments with respect to, any securities that provide for that issuance or
adjustment. Also includes such indeterminate amount as may be issued in units. Separate consideration may not be received for any of these securities.
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(3)
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Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
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PROSPECTUS
THE WILLIAMS COMPANIES, INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON
STOCK
PURCHASE CONTRACTS
WARRANTS
UNITS
We or selling securityholders to be named in a prospectus supplement may from time to time offer to sell debt securities, preferred stock,
common stock, purchase contracts, warrants, or units. This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. Each time we or a selling securityholder sells
securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered. You should read this prospectus, the applicable
prospectus supplement and the documents incorporated by reference herein and therein carefully before you invest in our securities.
Our
common stock is listed on the New York Stock Exchange under the ticker symbol “WMB.”
We or selling securityholders will sell
these securities directly to investors, or through agents, dealers, or underwriters as designated from time to time, or through a combination of these methods, on a continuous or delayed basis.
This prospectus may not be used to sell our securities unless it is accompanied by the applicable prospectus supplement.
We have not authorized anyone to provide you with any information or to make any representation that is different from, or in addition to, the
information contained in this prospectus or any prospectus supplement. We take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you or representations that others may make. We
are not making an offer to sell or soliciting an offer to buy any securities other than the securities described in this prospectus and any applicable prospectus supplement. We are not making an offer to sell or soliciting an offer to buy any of
these securities in any state or jurisdiction where the offer is not permitted or in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information contained or incorporated by reference in this
prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.
Investing in
our securities involves a high degree of risk. See “Risk Factors” contained in Page 2 herein, in the applicable prospectus supplement and in the documents incorporated by reference herein and therein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representations to the contrary are a criminal offense.
The date of this
prospectus is February 22, 2018.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form
S-3
we filed with the Securities and
Exchange Commission (“SEC”) using a “shelf” registration process. We or selling securityholders to be named in a prospectus supplement may sell any combination of the securities described in this prospectus from time to time,
either separately or in units, in one or more offerings.
Each time we or selling securityholders sell securities pursuant to this
prospectus, we will describe in a prospectus supplement, which will be delivered with this prospectus, specific information about the offering and the terms of the particular securities offered.
In addition, the prospectus supplement may also add, update, or change the information contained in this prospectus. If there is any
inconsistency between the information contained in this prospectus and any information incorporated by reference herein, on the one hand, and the information contained in any applicable prospectus supplement or incorporated by reference therein, on
the other hand, you should rely on the information in the applicable prospectus supplement or incorporated by reference therein.
Wherever
references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules, or regulations, we may instead include such information or add, update, or change the
information contained in this prospectus by means of a post-effective amendment to the registration statement of which this prospectus is a part, through filings we make with the SEC that are incorporated by reference into this prospectus or by any
other method as may then be permitted under applicable law, rules, or regulations.
Statements made in this prospectus, in any prospectus
supplement, or in any document incorporated by reference in this prospectus or any prospectus supplement as to the contents of any contract or other document are not necessarily complete. In each instance we refer you to the copy of the contract or
other document filed as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to the documents incorporated by reference. You may obtain copies of those documents as described below under “Where You Can
Find More Information.”
Neither the delivery of this prospectus nor any sale made under it implies that there has been no change
in our affairs or that the information in this prospectus is correct as of any date after the date of this prospectus. You should not assume that the information in this prospectus, including any information incorporated in this prospectus by
reference, the accompanying prospectus supplement, or any free writing prospectus prepared by us, is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations, and prospects
may have changed since that date.
We have not authorized anyone to provide you with any information or to make any representation
that is different from, or in addition to, the information contained or incorporated by reference in this prospectus or any prospectus supplement. We take no responsibility for, and can provide no assurances as to the reliability of, any other
information that others may give you or representations that others may make. We are not making an offer to sell securities in any jurisdiction where the offer or sale of such securities is not permitted.
In this prospectus, Williams (which includes The Williams Companies, Inc. and, unless the context otherwise requires, all of our subsidiaries)
is at times referred to in the first person as “we,” “us,” or “our.” We also sometimes refer to Williams as the “Company.”
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ABOUT THE WILLIAMS COMPANIES, INC.
We are an energy infrastructure company focused on connecting North America’s significant hydrocarbon resource plays to markets for
natural gas and natural gas liquids. Our operations are located principally in the United States.
As of December 31, 2017, our
interstate gas pipelines and midstream interests were largely held through our significant investment in Williams Partners L.P. (“WPZ”). We own a 74 percent limited partner interest in WPZ.
We were founded in 1908, originally incorporated under the laws of the state of Nevada in 1949 and reincorporated under the laws of the state
of Delaware in 1987. Our principal executive offices are located at One Williams Center, Tulsa, Oklahoma 74172, and our telephone number is (918)
573-2000.
RISK FACTORS
Investing in the securities described herein involves risk. We urge you to carefully consider the risk factors described in our filings with
the SEC that are incorporated by reference in this prospectus and any prospectus supplement or free writing prospectus used in connection with an offering of our securities, as well as the information relating to us identified below under
“Special Note Regarding Forward-Looking Statements,” before making an investment decision.
WHERE
YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and file reports and other information with the SEC. The public may read and copy any reports or other information that we file with the SEC at the SEC’s public reference room, 100 F Street N.E.,
Washington, D.C. 20549-2521. The public may obtain information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330.
Our SEC filings are also available to the public from commercial document retrieval services and at the website
maintained by the SEC at
http://www.sec.gov.
Unless specifically listed under “Incorporation by Reference” below, the information contained on the SEC website is not intended to be incorporated by reference into this prospectus and
you should not consider that information a part of this prospectus.
Our SEC filings can also be inspected and copied at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005. We will also provide to you, at no cost, a copy of any document incorporated by reference in this prospectus and the applicable prospectus supplement and any exhibits
specifically incorporated by reference into those documents. You may request copies of these filings from us by mail at the following address, or by telephone at the following telephone number:
The Williams Companies, Inc.
Investor Relations
One
Williams Center
Tulsa, Oklahoma 74172-0172
Telephone Number:
(918) 573-2000
We make available free of charge on or through our Internet website,
http://www.williams.com
, our reports and other information filed
with or furnished to the SEC as referred to above and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or
furnish it to, the SEC. Information contained on our website is not intended to be incorporated by reference into this prospectus and you should not consider that information a part of this prospectus.
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INCORPORATION BY REFERENCE
We are incorporating by reference into this prospectus information we file with the SEC, which means we are disclosing important information
to you by referring you to those documents. The information we incorporate by reference is considered to be part of this prospectus, unless we update or supersede that information by the information contained in this prospectus or the information we
file subsequently that is incorporated by reference into this prospectus or any prospectus supplement. Information that we later provide to the SEC, and that is deemed to be “filed” with the SEC, automatically will update information
previously filed with the SEC, and may replace information in this prospectus.
We are incorporating by reference the following documents
that we have filed with the SEC:
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our Annual Report on Form
10-K
for the fiscal year ended December 31, 2017 filed with the SEC on February 22, 2018;
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the information specifically incorporated by reference into our Annual Report on Form
10-K for
the fiscal year ended December 31, 2016 from our definitive
proxy statement (other than information furnished rather than filed) for the 2017 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2017; and
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the description of our common stock, par value $1.00 per share, contained in our Registration Statement on Form
8-B
filed on August 20, 1987 (File
No. 001-04174),
including any amendments or reports filed for the purpose of updating the description of our common stock.
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These documents contain important information about us, our financial condition and our results of operations.
All documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of all offerings made pursuant to this prospectus and the applicable prospectus supplement also will be deemed to be incorporated herein by reference. Nothing in this prospectus shall be deemed to incorporate information
furnished to but not filed with the SEC, including pursuant to Item 2.02 or Item 7.01 of Form
8-K
(or corresponding information furnished under Item 9.01 or included as an exhibit).
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters contained or incorporated by reference in this prospectus and the applicable prospectus supplement include
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to anticipated
financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor
protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical
facts, included in this prospectus that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various
forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,”
“intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,”
“guidance,” “outlook,”
“in-service
date,” or other similar expressions. These forward-looking statements, as of the day they were made, were based on management’s beliefs and
assumptions and on information available to management and include, among others, statements regarding:
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expected levels of cash distributions by WPZ with respect to limited partner interests;
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levels of dividends to Williams stockholders;
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future credit ratings of Williams, WPZ, and their affiliates;
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amounts and nature of future capital expenditures;
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expansion and growth of our business and operations;
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expected
in-service
dates for capital projects;
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financial condition and liquidity;
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cash flow from operations or results of operations;
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seasonality of certain business components;
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natural gas and natural gas liquids prices, supply, and demand; and
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demand for our services.
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Forward-looking statements are based on numerous assumptions,
uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this prospectus or in the documents incorporated herein by reference. Many of the factors that will determine these results
are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:
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whether WPZ will produce sufficient cash flows to provide expected levels of cash distributions;
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whether we are able to pay current and expected levels of dividends;
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whether WPZ elects to pay expected levels of cash distributions and we elect to pay expected levels of dividends;
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whether we will be able to effectively execute our financing plan;
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availability of supplies, including lower than anticipated volumes from third parties served by our midstream business, and market demand;
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volatility of pricing including the effect of lower than anticipated energy commodity prices and margins;
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inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers);
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the strength and financial resources of our competitors and the effects of competition;
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whether we are able to successfully identify, evaluate, and timely execute our capital projects and other investment opportunities in accordance with our forecasted capital expenditures budget;
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our ability to successfully expand our facilities and operations;
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development and rate of adoption of alternative energy sources;
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the impact of operational and developmental hazards and unforeseen interruptions, and the availability of adequate insurance coverage;
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the impact of existing and future laws (including, but not limited to, the Tax Cuts and Jobs Act of 2017), regulations, the regulatory environment, environmental liabilities, and litigation, as well as our ability to
obtain necessary permits and approvals and achieve favorable rate proceeding outcomes;
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our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
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changes in maintenance and construction costs;
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changes in the current geopolitical situation;
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our exposure to the credit risk of our customers and counterparties;
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risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally-recognized credit rating agencies, and the availability and cost of capital;
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the amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
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risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
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acts of terrorism, including cybersecurity threats and related disruptions; and
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additional risks described in our filings with the SEC.
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Given the uncertainties and risk
factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to
update the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
In addition to causing our actual results to differ, the factors listed above and described in the documents incorporated by reference herein
may cause our intentions to change from those statements of intention set forth or incorporated by reference in this prospectus and the applicable prospectus supplement. Such changes in our intentions may also cause our results to differ. We may
change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
Because
forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above and described in the documents incorporated by reference herein, that may cause actual results to differ
materially from those contained in the forward-looking statements. These factors include the risks set forth under the caption “Risk Factors” in this prospectus and in the documents incorporated by reference in this prospectus and the
applicable prospectus supplement.
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USE OF PROCEEDS
We intend to use the net proceeds we receive from the sale of securities by us as set forth in the applicable prospectus supplement. We will
not receive any proceeds from the sale of securities by selling securityholders.
RATIO OF EARNINGS TO FIXED
CHARGES
The following table sets forth our consolidated ratio of earnings to fixed charges for each of the periods indicated.
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Year Ended December 31,
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2017
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2016
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2015
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2014
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2013
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Ratio of Earnings to Fixed Charges(a)
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1.75
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0.94
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*
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5.13
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2.75
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(a)
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The ratio has been computed by dividing earnings by fixed charges. For purposes of computing these ratios, earnings means the following: income from continuing operations before income taxes, less equity earnings; plus
fixed charges (discussed below) and an adjustment to reflect actual distributions from equity investments; less capitalized interest. Fixed charges means the sum of interest accrued and that portion of rental expense that we believe to represent an
interest factor.
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Earnings were inadequate to cover fixed charges by $1,505 million for 2015.
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DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general terms and provisions of the base indenture under which the debt securities are to be issued, unless
otherwise specified in a prospectus supplement. The particular terms of the debt securities to be sold will be set forth in a prospectus supplement relating to such debt securities.
The debt securities will represent unsecured general obligations of the Company, unless otherwise provided in the prospectus supplement. As
indicated in the applicable prospectus supplement, the debt securities will either be senior debt or subordinated debt. Unless otherwise specified in the applicable prospectus supplement, the debt securities will be issued under an indenture, dated
as of December 18, 2012, between us and The Bank of New York Mellon Trust Company, N.A. that has been filed as an exhibit to the registration statement of which this prospectus is a part, subject to such amendments or supplemental indentures as
are adopted from time to time. The following summary of certain provisions of that indenture does not purport to be complete and is subject to, and qualified in its entirety by, reference to all the provisions of that indenture, including the
definitions therein of certain terms. Wherever particular sections or defined terms of the indenture are referred to, it is intended that such sections or defined terms shall be incorporated herein by reference.
General
The indenture does not limit the
amount of debt securities that may be issued thereunder. The applicable prospectus supplement with respect to any debt securities will set forth the following terms of the debt securities offered pursuant thereto:
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the title and series of such debt securities;
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any limit upon the aggregate principal amount of such debt securities of such series;
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whether such debt securities will be in global or other form;
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the date or dates and method or methods by which principal and any premium on such debt securities is payable;
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the interest rate or rates (or method by which such rate will be determined), if any;
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the dates on which any such interest will be payable and the method of payment;
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whether and under what circumstances any additional amounts are payable with respect to such debt securities;
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the notice, if any, to holders of such debt securities regarding the determination of interest on a floating rate debt security;
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the basis upon which interest on such debt securities shall be calculated, if other than that of a 360 day year of twelve
30-day
months;
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the place or places where the principal of and interest or additional amounts, if any, on such debt securities will be payable;
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any redemption or sinking fund provisions, or the terms of any repurchase at the option of the holder of the debt securities;
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the denominations of such debt securities, if other than $1,000 and integral multiples thereof;
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any rights of the holders of such debt securities to convert the debt securities into other securities or property;
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the terms, if any, on which payment of principal or any premium, interest or additional amounts on such debt securities will be payable in a currency other than U.S. dollars;
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the terms, if any, by which the amount of payments of principal or any premium, interest or additional amounts on such debt securities may be determined by reference to an index, formula, financial or economic measure
or other methods;
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if other than the principal amount thereof, the portion of the principal amount of such debt securities that will be payable upon declaration of acceleration of the maturity thereof or provable in bankruptcy;
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any events of default or covenants in addition to or in lieu of those described herein and remedies therefor;
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whether such debt securities will be subject to defeasance or covenant defeasance;
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the terms, if any, upon which such debt securities are to be issuable upon the exercise of warrants;
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any trustees other than The Bank of New York Mellon Trust Company, N.A., and any authenticating or paying agents, transfer agents or registrars or any other agents with respect to such debt securities;
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the terms, if any, on which such debt securities will be subordinate to other debt of the Company;
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whether such debt securities will be guaranteed and the terms thereof;
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whether such debt securities will be secured by collateral and the terms of such security; and
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any other specific terms of such debt securities and any other deletions from or additions to or modifications of the indenture with respect to such debt securities.
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Debt securities may be presented for exchange, conversion or transfer in the manner, at the places and subject to the restrictions set forth
in the debt securities and the prospectus supplement. Such services will be provided without charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations provided in the indenture.
The indenture does not contain any covenant or other specific provision affording protection to holders of the debt securities in the event of
a highly leveraged transaction or a change in control of the Company, except to the limited extent described below under “—Consolidation, Merger and Sale of Assets.”
Modification and Waiver
The indenture
provides that supplements to the indenture and the applicable supplemental indentures may be made by the Company and the trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the
indenture or of modifying in any manner the rights of the holders of debt securities of a series under the indenture or the debt securities of such series, with the consent of the holders of a majority (or such greater amount as is provided for a
particular series of debt securities) in principal amount of the outstanding debt securities issued under such indenture that are affected by the supplemental indenture, voting as a single class; provided that no such supplemental indenture may,
without the consent of the holder of each such debt security affected thereby, among other things:
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(a)
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change the stated maturity of the principal of, or any premium or installment of interest on or any additional amounts with respect to, any such debt securities, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest or any additional amounts thereon, or reduce any premium payable on redemption thereof or otherwise, or reduce the amount of the principal of debt securities issued with original issue discount that
would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy, or change the redemption provisions or adversely affect the right of repayment at the option of the holder, or change the place of
payment or the currency in which the principal of, or any premium, interest or additional amounts with respect to any debt security is payable, or impair the right of any holder of debt securities to institute suit for the payment after such payment
is due (except a rescission and annulment of acceleration with respect to a series of debt securities by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of such series and a waiver of the
payment default that resulted from such acceleration);
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8
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(b)
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reduce the percentage in principal amount of the outstanding debt securities of any series, the consent of the holders of which is required for any such supplemental indenture, or the consent of whose holders is
required for any waiver or reduce the quorum required for voting;
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(c)
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modify any of the provisions of the sections of such indenture relating to supplemental indentures with the consent of the holders, waivers of past defaults or securities redeemed in part, except to increase any
percentage set forth in such sections or to provide that certain other provisions of such indenture cannot be modified or waived without the consent of each holder affected thereby; or
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(d)
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make any change that adversely affects the right to convert or exchange any security into or for common stock or other securities, cash or other property in accordance with the terms of the applicable debt security.
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The indenture provides that a supplemental indenture that changes or eliminates any covenant or other provision of the
indenture that has expressly been included solely for the benefit of one or more particular series of debt securities, or that modifies the rights of the holders of such series with respect to such covenant or other provision, shall be deemed not to
affect the rights under the indenture of the holders of debt securities of any other series.
The indenture provides that the Company and
the applicable trustee may, without the consent of the holders of any series of debt securities issued thereunder, enter into additional supplemental indentures for one of the following purposes:
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(a)
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to evidence the succession of another person to the Company and the assumption by any such successor of the covenants of the Company in such indenture and in the debt securities issued thereunder;
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(b)
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to add to the covenants of the Company for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred on the Company pursuant to the indenture;
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(c)
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to establish the form and terms of debt securities issued thereunder;
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(d)
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to evidence and provide for a successor trustee under such indenture with respect to one or more series of debt securities issued thereunder or to provide for or facilitate the administration of the trusts under such
indenture by more than one trustee;
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(e)
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to cure any ambiguity, to correct or supplement any provision in the indenture that may be defective or inconsistent with any other provision of the indenture or to make any other provisions with respect to matters or
questions arising under such indenture; provided that no such action pursuant to this clause (e) shall adversely affect the interests of the holders of any series of debt securities issued thereunder in any material respect;
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(f)
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to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of securities under the indenture;
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(g)
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to add any additional events of default with respect to all or any series of debt securities;
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(h)
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to supplement any of the provisions of the indenture as may be necessary to permit or facilitate the defeasance and discharge of any series of debt securities, provided that such action does not adversely affect the
interests of any holder of an outstanding debt security of such series or any other security in any material respect;
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(i)
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to make provisions with respect to the conversion or exchange rights of holders of debt securities of any series;
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(j)
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to convey, transfer, assign, mortgage or pledge to the trustee as security for the debt securities of any series any property or assets;
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9
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(k)
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to add guarantees in respect of the debt securities of one or more series and to provide for the terms and conditions of release thereof;
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(l)
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to change or eliminate any of the provisions of the indenture, provided that any such change or elimination become effective only when there is no security of any series outstanding created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
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(m)
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to provide for certificated securities in addition to or in place of global securities;
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(n)
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to qualify such indenture under the Trust Indenture Act of 1939, as amended;
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(o)
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with respect to the debt securities of any series, to conform the text of the indenture or the debt securities of such series to any provision of the description thereof in the Company’s offering memorandum or
prospectus relating to the initial offering of such debt securities, to the extent that such provision, in the good faith judgment of the Company, was intended to be a verbatim recitation of a provision of the indenture or such securities; or
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(p)
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to make any other change that does not adversely affect the rights of holders of any series of debt securities issued thereunder in any material respect.
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Events of Default
Unless otherwise
provided in any prospectus supplement, the following will be events of default under the indenture with respect to each series of debt securities issued thereunder:
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(a)
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default for 30 days in the payment when due of interest on, or any additional amount in respect of, any series of debt securities;
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(b)
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default in the payment of principal or any premium on any series of the debt securities outstanding under the indenture when due;
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(c)
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default in the deposit, if any, of any sinking fund payment when and as due by the terms of any debt security of such series, subject to any cure period that may be specified in any debt security of such series;
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(d)
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failure by the Company to observe or perform any other of the covenants or agreements with respect to that series contained in such debt securities for 60 days after receipt of written notice from the trustee upon
instruction from holders of at least 25% in principal amount of the then outstanding debt securities of such series to comply with any of the other agreements in the indenture and stating that such notice is a “Notice of Default” under the
indenture; provided, that if such failure cannot be remedied within such
60-day
period, such period shall be automatically extended by another 60 days so long as (i) such failure is subject to cure and
(ii) the Company is using commercially reasonable efforts to cure such failure; and provided, further, that a failure to comply with any such other agreement in the indenture that results from a change in generally accepted accounting
principles shall not be deemed to be an event of default;
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(e)
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certain events of bankruptcy, insolvency or reorganization of the Company; and
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(f)
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any other event of default provided in or pursuant to the indenture with respect to a particular series of debt securities, provided that such event of default that results from a change in generally accepted accounting
principles shall not be deemed to be an event of default.
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In case an event of default specified in clause (a) or (b)
above shall occur and be continuing with respect to any series of debt securities, holders of at least 25%, and in case an event of default specified in any clause other than clause (a), (b) or (e) above shall occur and be continuing with
respect to any series of debt securities, holders of at least a majority, in aggregate principal amount of the debt securities of such series then outstanding may declare the principal (or, in the case of discounted debt securities, the amount
specified in the terms thereof) of
10
such series to be due and payable immediately. If an event of default described in (e) above shall occur and be continuing then the principal (or, in the case of discounted debt securities,
the amount specified in the terms thereof) of all the debt securities outstanding shall automatically become due and payable, without notice or other action by any holder or the applicable trustee, to the full extent permitted by law. Any past or
existing default or event of default with respect to particular series of debt securities and its consequences under such indenture may be waived by the holders of a majority in principal amount of the outstanding debt securities of such series,
except in each case a continuing default (1) in the payment of the principal of, any premium or interest on, or any additional amounts with respect to, any debt security of such series, or (2) in respect of a covenant or provision which
cannot be modified or amended without the consent of each holder affected thereby.
The indenture provides that the applicable trustee may
withhold notice to the holders of any default with respect to any series of debt securities (except in payment of principal of or interest or premium on, or additional amounts or sinking fund or purchase fund installment in respect of, the debt
securities) if the board of directors, the executive committee or a trust committee of directors or responsible officers of the applicable trustee considers it in the interest of holders to do so.
The indenture contains a provision entitling the applicable trustee to be indemnified by the holders before proceeding to exercise any trust
or power under the indenture at the request of such holders. The indenture provides that the holders of a majority in aggregate principal amount of the then outstanding debt securities of any series may direct the time, method and place of
conducting any proceedings for any remedy available to the applicable trustee or exercising any trust or power conferred upon the applicable trustee with respect to the debt securities of such series; provided, however, that the applicable trustee
may decline to follow any such direction if, among other reasons, the applicable trustee determines in good faith that the actions or proceedings as directed may not lawfully be taken or would be unduly prejudicial to the holders of the debt
securities of such series not joining in such direction. The right of a holder to institute a proceeding with respect to a series of debt securities will be subject to certain conditions precedent including, without limitation, that in case of an
event of default specified in clause (a), (b) or (e) of the first paragraph above under “—Events of Default,” holders of at least 25%, or in case of an event of default other than specified in clause (a), (b) or (e) of the
first paragraph above under “—Events of Default”, holders of at least a majority, in aggregate principal amount of the debt securities of such series then outstanding make a written request upon the applicable trustee to exercise its
powers under such indenture, indemnify the applicable trustee and afford the applicable trustee reasonable opportunity to act. Notwithstanding the foregoing, the holder has an absolute right to receipt of the principal of, premium, if any, and
interest or additional amounts when due on the debt securities, to require conversion of debt securities if such indenture provides for convertibility at the option of the holder and to institute suit for the enforcement thereof.
Consolidation, Merger and Sale of Assets
The indenture provides that the Company may not directly or indirectly consolidate with or merge with or into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its assets and properties and the assets and properties of its subsidiaries (taken as a whole) to another person in one or more related transactions unless the successor person is a
person organized under the laws of any domestic jurisdiction and assumes the Company’s obligations on the debt securities issued thereunder, and under the indenture, and after giving effect thereto no event of default, and no event that, after
notice or lapse of time or both, would become an event of default, shall have occurred and be continuing, and that certain other conditions are met.
Certain Covenants
Payment of
Principal, any Premium, Interest or Additional Amounts
The Company will duly and punctually pay the principal of, and premium and
interest on or any additional amounts payable with respect to, any debt securities of any series in accordance with their terms.
11
Maintenance of Office or Agency
The Company will be required to maintain an office or agency in each place of payment for each series of debt securities for notice and demand
purposes and for the purposes of presenting or surrendering debt securities for payment, registration of transfer, or exchange.
Reports
So long as any
debt securities of a particular series are outstanding, the Company will file with the Trustee, within 30 days after the Company has filed the same with the Commission, unless such reports are available on the Commission’s EDGAR filing system
(or any successor thereto), copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it
shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.
Additional Covenants
Any
additional covenants of the Company with respect to any series of debt securities will be set forth in the prospectus supplement relating thereto.
Conversion Rights
The terms and
conditions, if any, upon which the debt securities are convertible into common stock or preferred stock will be set forth in the applicable prospectus supplement relating thereto. Such terms will include the conversion price (or manner of
calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the holders or the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of
redemption of such debt securities and any restrictions on conversion.
Redemption; Repurchase at the Option of the Holder; Sinking Fund
The terms and conditions, if any, upon which (a) the debt securities are redeemable at the option of the Company, (b) the holder of
debt securities may cause the Company to repurchase such debt securities or (c) the debt securities are subject to any sinking fund will be set forth in the applicable prospectus supplement relating thereto.
Repurchases on the Open Market
The
Company or any affiliate of the Company may at any time or from time to time repurchase any debt security in the open market or otherwise. Such debt securities may, at the option of the Company or the relevant affiliate of the Company, be held,
resold or surrendered to the trustee for cancellation.
12
Discharge, Defeasance and Covenant Defeasance
The indenture provides, with respect to each series of debt securities issued thereunder, that the Company may satisfy and discharge its
obligations under such debt securities of a series and such indenture with respect to debt securities of such series if:
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(a)
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all debt securities of such series previously authenticated and delivered, with certain exceptions, have been accepted by the applicable trustee for cancellation; or
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(b) (i)
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the debt securities of such series have become due and payable, will become due and payable at their stated maturity within one year, or are to be called for redemption within one year under arrangements satisfactory to
the applicable trustee for giving the notice of redemption and the Company irrevocably deposits in trust with the applicable trustee, as trust funds solely for the benefit of the holders of such debt securities, for that purpose, money or
governmental obligations or a combination thereof sufficient (in the opinion of a nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the applicable trustee) to pay and
discharge the entire indebtedness on the debt securities of such series to the date of such deposit or to the maturity, as the case may be, and pays all other sums payable by it under such indenture; and
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(ii)
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the Company delivers to the applicable trustee an officers’ certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in such indenture relating to the satisfaction and
discharge of such indenture with respect to the debt securities of such series have been complied with.
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Notwithstanding
such satisfaction and discharge, the obligations of the Company to compensate and indemnify the trustee, to pay additional amounts, if any, in respect of debt securities in certain circumstances and to convert or exchange debt securities pursuant to
the terms thereof and the obligations of the Company and the trustee to hold funds in trust and to apply such funds pursuant to the terms of the indenture, with respect to issuing temporary debt securities, with respect to the registration, transfer
and exchange of debt securities, with respect to the replacement of mutilated, destroyed, lost or stolen debt securities and with respect to the maintenance of an office or agency for payment, shall in each case survive such satisfaction and
discharge.
Unless inapplicable to debt securities of a series pursuant to the terms thereof, the indenture provides that (i) the
Company will be deemed to have paid and will be discharged from any and all obligations in respect of the debt securities issued thereunder of any series, and the provisions of such indenture will, except as noted below, no longer be in effect with
respect to the debt securities of such series (“defeasance”) and (ii) (1) the Company may omit to comply with the covenant under “—Consolidation, Merger and Sale of Assets” and any other additional covenants
established pursuant to the terms of such series, and such omission shall be deemed not to be an event of default under clause (d) or (f) of the first paragraph of “—Events of Default” and (2) the occurrence of any event
described in clause (f) of the first paragraph of “—Events of Default” shall not be deemed to be an event of default, in each case with respect to the outstanding debt securities of such series ((1) and (2) of this clause
(ii), “covenant defeasance”); provided that the following conditions shall have been satisfied with respect to such series:
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(a)
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the Company has irrevocably deposited in trust with the applicable trustee as trust funds solely for the benefit of the holders of the debt securities of such series, for the purpose of making the following payments,
money or government obligations or a combination thereof sufficient (in the opinion of a nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the applicable trustee), without
consideration of any reinvestment, to pay and discharge (i) the principal of and accrued interest or additional amounts on the outstanding debt securities of such series to maturity or earlier redemption (irrevocably provided for under
arrangements satisfactory to the applicable trustee), as the case may be or (ii) any mandatory sinking fund payments applicable to the outstanding debt securities;
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13
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(b)
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such defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, such indenture or any other material agreement or instrument to which the Company is a party or by which
it is bound;
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(c)
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no event of default or event which with notice or lapse of time would become an event of default with respect to such debt securities of such series shall have occurred and be continuing on the date of such deposit;
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(d)
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the Company shall have delivered to such trustee an opinion of counsel as described in the indenture to the effect that the holders of the debt securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of the Company’s exercise of its option under this provision of such indenture and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been
the case if such deposit and defeasance or covenant defeasance had not occurred;
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(e)
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the Company has delivered to the applicable trustee an officers’ certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in such indenture relating to the defeasance
contemplated have been complied with;
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(f)
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if the debt securities are to be redeemed prior to their maturity, notice of such redemption shall have been duly given or in another manner satisfactory to the trustee; and
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(g)
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any such defeasance or covenant defeasance shall comply with any additional or substitute terms provided for by the terms of such debt securities of such series.
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Notwithstanding a defeasance or covenant defeasance, the Company’s obligations with respect to the following in respect of debt
securities of such series will survive with respect to such securities until otherwise terminated or discharged under the terms of the indenture or no debt securities of such series are outstanding:
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(a)
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the rights of holders of outstanding debt securities of such series to receive payments in respect of the principal of, interest on or premium or additional amounts, if any, payable in respect of, such debt securities
when such payments are due from the trust referred in clause (a) in the preceding paragraph;
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(b)
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the issuance of temporary debt securities, the registration, transfer and exchange of debt securities, the replacement of mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency
for payment and holding payments in trust;
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(c)
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the rights, powers, trusts, duties and immunities of the trustee, and the Company’s obligations in connection therewith; and
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(d)
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the defeasance or covenant defeasance provisions of the indenture.
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Applicable Law
The indenture provides that the debt securities and the indenture will be governed by and construed in accordance with the laws of the State of
New York.
About the Trustee
Unless
otherwise specified in the applicable prospectus supplement, The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture.
14
DESCRIPTION OF CAPITAL STOCK
Preferred Stock
Under our amended and
restated certificate of incorporation, as supplemented, we are authorized to issue up to 30,000,000 shares of preferred stock, par value $1.00 per share, in one or more series. As of February 19, 2018, there were no shares of preferred stock
issued and outstanding.
The following description of preferred stock sets forth certain general terms and provisions of the series of
preferred stock to which any prospectus supplement may relate. The prospectus supplement relating to a particular series of preferred stock will describe certain other terms of such series of preferred stock. If so indicated in the prospectus
supplement relating to a particular series of preferred stock, the terms of any such series of preferred stock may differ from the terms set forth below. The description of preferred stock set forth below and the description of the terms of a
particular series of preferred stock set forth in the related prospectus supplement are not complete and are qualified in their entirety by reference to the certificate of incorporation and to the certificate of designation relating to that series
of preferred stock.
The rights of the holders of each series of preferred stock will be subordinate to those of our general creditors.
General Terms of the Preferred Stock
The certificate of incorporation will set forth the designations, preferences, and relative, participating, optional and other special rights,
and the qualifications, limitations, and restrictions of the preferred stock of each series. To the extent the certificate of incorporation does not set forth the rights and limitations, they will be fixed by the certificate of designation relating
to the series. A prospectus supplement relating to each series will specify the terms of the preferred stock as follows:
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•
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the distinctive designation of the series and the number of shares which shall constitute the series;
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•
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the rate of dividends, if any, payable on shares of the series, the date, if any, from which the dividends shall accrue, the conditions upon which and the date when the dividends shall be payable, and whether the
dividends shall be cumulative or noncumulative;
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•
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the amounts which the holders of the preferred stock of the series shall be entitled to be paid in the event of a voluntary or involuntary liquidation, dissolution, or winding up of Williams; and
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•
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whether or not the preferred stock of the series shall be redeemable and at what times and under what conditions and the amount or amounts payable thereon in the event of redemption.
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The prospectus supplement may, in a manner not inconsistent with the provisions of the certificate of incorporation:
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•
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limit the number of shares of the series that may be issued;
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•
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provide for a sinking fund for the purchase or redemption or a purchase fund for the purchase of shares of the series, set forth the terms and provisions governing the operation of any fund, and establish the status as
to reissue of shares of preferred stock purchased or otherwise reacquired or redeemed or retired through the operation of the sinking or purchase fund;
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•
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grant voting rights to the holder of shares of the series, in addition to and not inconsistent with those granted by the certificate of incorporation to the holders of preferred stock;
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•
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impose conditions or restrictions upon the creation of indebtedness of Williams or upon the issue of additional preferred stock or other capital stock ranking equally with or prior to the preferred stock or capital
stock as to dividends or distribution of assets on liquidation;
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•
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impose conditions or restrictions upon the payment of dividends upon, the making of other distributions to, or the acquisition of junior stock;
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•
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grant to the holders of the preferred stock of the series the right to convert the preferred stock into shares of another series or class of capital stock; or
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•
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grant other special rights to the holders of shares of the series as the board of directors may determine and as shall not be inconsistent with the provisions of the certificate of incorporation.
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Dividends
Holders
of the preferred stock of any series shall be entitled to receive, when, as and if declared by the board of directors, preferential dividends in cash at the annual rate, if any, fixed for the series. Their entitlement will be subject to any
limitations specified in the certificate of incorporation and in the certificate of designation providing for the issuance of a particular series of preferred stock. The certificate of designation providing for the issuance of preferred stock of the
series may specify the date on which the preferential dividends are payable. The preferential dividends shall further be payable to stockholders of record on a date which precedes each dividend payment date which the board of directors has fixed in
advance of each particular dividend.
Each share of preferred stock shall rank on a parity with each other share of preferred stock,
irrespective of series, with respect to preferential dividends accrued on the shares of the series. We will not declare or pay any dividend nor will we set apart a dividend for payment for the preferred stock of any series unless at the same time we
declare, pay, or set apart a dividend in like proportion to the dividends accrued upon the preferred stock of each other series. This does not, however, prevent us from authorizing or issuing one or more series of preferred stock bearing dividends
subject to contingencies as to the existence or amount of our earnings during one or more fiscal periods, or as to other events, to which dividends on other series of preferred stock are not subject.
So long as any shares of preferred stock remain outstanding, we will not, unless all dividends accrued on outstanding shares of preferred
stock for all past dividend periods shall have been paid or declared and a sum sufficient for the payment of the dividends set apart:
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•
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pay or declare any dividends whatsoever, whether in cash, stock, or otherwise;
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•
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make any distribution on any class of junior stock; or
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•
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purchase, retire, or otherwise acquire for valuable consideration any shares of preferred stock (subject to certain limitations) or junior stock.
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As a holding company, our ability to pay dividends on the preferred stock will depend upon the payment of dividends, interest, or other
charges by our subsidiaries to us. Debt instruments of certain of our subsidiaries may limit the amount of payments to us, which could affect the amount of funds available to us to pay dividends on the preferred stock.
The registrar, transfer agent, and dividend disbursing agent for the preferred stock will be named in the applicable prospectus supplement.
Redemption
With the approval of our board of directors, we may redeem all or any part of the preferred stock of any series that by its terms is
redeemable. Redemption will take place at the time or times and on the terms and conditions fixed for the series. We must duly give notice in the manner provided in the certificate of designation providing for the series. We must pay for preferred
stock in cash the sum fixed for the series, together, in each case, with an amount equal to accrued and unpaid dividends on the series of preferred stock. The certificate of designation providing for a series of preferred stock that is subject to
redemption may provide, upon the two
16
conditions discussed below, that the shares will no longer be deemed outstanding, and all rights with respect to the shares will cease, including the accrual of further dividends, other than the
right to receive the redemption price of the shares without interest, when:
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•
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we have given notice of redemption of all or part of the shares of the series; and
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•
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we have set aside or deposited with a suitable depositary for the proportionate benefit of the shares called for redemption the redemption price of the shares, together with accrued dividends to the date fixed as the
redemption date.
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Redemption will terminate the right of holders of the preferred stock to accrual of further dividends.
Redemption will not, however, terminate the right of holders of the shares redeemed to receive the redemption price for the shares without interest.
Voting Rights
The
preferred stock will have no right or power to vote on any question or in any proceeding or to be represented at or to receive notice of any meeting of stockholders, except as:
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•
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stated in this prospectus or the applicable prospectus supplement;
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•
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expressly provided by law; or
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•
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provided in the certificate of designation of the series of preferred stock.
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On any matters
on which the holders of the preferred stock or any series thereof shall be entitled to vote separately as a class or series, they shall be entitled to one vote for each share held.
So long as any shares of preferred stock are outstanding, we must not, during the continuance of any default in the payment of dividends on
the preferred stock, redeem or otherwise acquire for value any shares of the preferred stock or of any other stock ranking on a parity with the preferred stock concerning dividends or distribution of assets on liquidation. Holders of a majority of
the number of shares of preferred stock outstanding at the time may, however, permit such a redemption by giving their consent in person or by proxy, either in writing or by vote at any annual meeting or any special meeting called for the purpose.
Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of Williams, the holders of the preferred
stock of the respective series are entitled to be paid in full the following amounts:
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•
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the amount fixed in the certificate of designation providing for the issue of shares of the series; plus
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•
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|
a sum equal to all accrued and unpaid dividends on the shares of preferred stock to the date of payment of the dividends.
|
We must have made this payment in full to the holders of the preferred stock before we may make any distribution or payment to the holders of
any class of stock ranking junior to the preferred stock as to dividends or distribution of assets on liquidation. After we have made this payment in full to the holders of the preferred stock, our remaining assets and funds will be distributed
among the holders of our stock ranking junior to the preferred stock according to their rights. If our assets available for distribution to holders of preferred stock are insufficient to make the payment required to be made in full, these assets
will be distributed to the holders of shares of preferred stock proportionately to the amounts payable upon each share of preferred stock.
17
Common Stock
As of the date of this prospectus, we are authorized to issue up to 960,000,000 shares of common stock, par value $1.00 per share. As of
February 19, 2018, we had 827,327,336 issued and outstanding shares of common stock. In addition, as of February 8, 2018, 10,449,180 shares of common stock were subject to options or deferred rights outstanding under various stock and
compensation incentive plans. The outstanding shares of common stock are fully paid and nonassessable. The holders of common stock are not entitled to preemptive or redemption rights. Shares of common stock are not convertible into shares of any
other class of capital stock. Computershare Trust Company, N.A. (“Computershare”) is the transfer agent and registrar for our common stock. Our common stock is listed on the New York Stock Exchange under the ticker symbol “WMB.”
Dividends
The holders of our common stock are entitled to receive dividends when, as, and if declared by our board of directors, out of funds legally
available for their payment subject to the rights of holders of any outstanding preferred stock.
Voting Rights
The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders.
Rights Upon Liquidation
In the event of our voluntary or involuntary liquidation, dissolution, or winding up of the affairs of Williams, the holders of our common
stock will be entitled to share equally in any assets available for distribution after the payment in full of all debts and distributions and after the holders of all series of outstanding preferred stock have received their liquidation preferences
in full.
Certain Certificate of Incorporation Provisions
We currently have the following provisions in our charter or bylaws that could be considered to be “anti-takeover” provisions:
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•
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an article in our charter requiring the affirmative vote of three-fourths of the outstanding shares of common stock for certain merger and asset sale transactions with holders of more than five percent of the voting
power of Williams;
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•
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a bylaw that only permits our chairman of the board, chief executive officer or a majority of the board to call a special meeting of the stockholders; and
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•
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a bylaw requiring stockholders to provide prior notice for nominations for election to the board of directors or for proposing matters which can be acted upon at stockholders meetings.
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We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law (“DGCL”). In general,
Section 203 prevents an interested stockholder, which is defined generally as a person owning 15% or more of our outstanding voting stock, from engaging in a business combination with us for three years following the date that person became an
interested stockholder unless:
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•
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before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;
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•
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upon completion of the transaction that resulted in the interested stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time
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18
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the transaction commenced (excluding stock held by persons who are both directors and officers of Williams or by certain employee stock plans); or
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•
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on or following the date on which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the
holders of a least 66
2
⁄
3
% of our outstanding voting stock (excluding shares held by the interested stockholder).
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A business combination includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
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•
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debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus
supplement;
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Each purchase contract will entitle the holder thereof to purchase or sell, and
obligate us to sell or purchase, on specified dates, such securities, currencies or commodities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our
obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering
the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any
acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.
The purchase
contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis.
The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations
thereunder when the purchase contracts are issued. Our obligation to settle such
pre-paid
purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly,
pre-paid
purchase contracts will be issued under the indenture, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase our debt or equity securities or securities of third parties or other rights, including rights to receive
payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities
and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description of the
material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
19
The applicable prospectus supplement will describe the following terms of any warrants in respect
of which this prospectus is being delivered:
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•
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the title of such warrants;
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•
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the aggregate number of such warrants;
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•
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the price or prices at which such warrants will be issued;
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•
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the currency or currencies in which the price of such warrants will be payable;
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•
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the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of
the foregoing, purchasable upon exercise of such warrants;
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•
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the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
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•
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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•
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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•
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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•
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if applicable, the date on and after which such warrants and the related securities will be separately transferable; and
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•
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units consisting of one or more purchase contracts, warrants, debt
securities, shares of preferred stock, shares of common stock, or any combination of such securities. The applicable prospectus supplement will describe:
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•
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the terms of the units and of the purchase contracts, warrants, debt securities, preferred stock, and common stock comprising the units, including whether and under what circumstances the securities comprising the units
may be traded separately;
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•
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a description of the terms of any unit agreement governing the units; and
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•
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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20
SELLING SECURITYHOLDERS
Information about selling securityholders, where applicable, will be set forth in a prospectus supplement, in a post-effective amendment, or
in filings we make with the SEC under the Exchange Act that are incorporated by reference.
LEGAL MATTERS
Certain legal matters will be passed upon for us by Gibson, Dunn & Crutcher LLP. Any agents or underwriters will be
represented by their own legal counsel named in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of The Williams Companies, Inc. appearing in The Williams Companies, Inc.’s Annual Report (Form
10-K)
for the year ended December 31, 2017 including schedules appearing therein, and the effectiveness of The Williams Companies, Inc.’s internal control over financial reporting as of December 31,
2017, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference which, as to the consolidated financial statements
for the year 2017, is based in part on the report of PricewaterhouseCoopers LLP, and as to the consolidated financial statements for the years 2016 and 2015, is based in part on the report of Deloitte & Touche LLP, each an independent
registered public accounting firm. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to
such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firms as
experts in accounting and auditing.
The audited financial statements of Gulfstream Natural Gas System, L.L.C., not separately presented
in this Prospectus, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report thereon is incorporated by reference. The audited financial statements of The Williams Companies, Inc., to the extent
they relate to Gulfstream Natural Gas System, L.L.C., have been incorporated by reference in reliance on the report of such independent registered public accounting firm given on the authority of said firm as experts in auditing and accounting.
21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution
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The following table sets forth the
estimated fees and expenses payable by us in connection with the offering of the securities being registered, other than discounts and commissions.
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Securities and Exchange Commission registration fee
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$
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*
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Printing expenses
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$
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**
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Legal fees and expenses
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$
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**
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Accounting fees and expenses
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$
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**
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Transfer agent fees and expenses
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$
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**
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Rating agency fees
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$
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**
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Trustee’s fees and expense
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$
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**
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Miscellaneous
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$
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**
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Total
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$
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**
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*
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In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee.
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**
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These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
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Item 15.
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Indemnification of Directors and Officers
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Williams, a Delaware corporation, is
empowered by Section 145 of the DGCL, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by them in connection with any threatened, pending, or completed action, suit, or proceeding in which such person is made party by reason of their being or having been a director, officer, employee, or agent of Williams. The statute
provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Our
By-laws
provide for indemnification by us of our directors and officers to the fullest extent permitted by the DGCL. In addition, we have entered into indemnity agreements with our directors and certain officers
providing for, among other things, the indemnification of and the advancing of expenses to such individuals to the fullest extent permitted by law, and to the extent insurance is maintained, for the continued coverage of such individuals.
Policies of insurance are maintained by us under which our directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the defense of actions, suits, or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by
reason of being or having been such directors or officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of
the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, or (iv) for any transaction from which the director derived an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that, to the fullest extent provided by the
DGCL, no director shall be personally liable to Williams or its stockholders for monetary damages for a breach of fiduciary duty as a director.
II-1
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Exhibit
No.
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Description
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1.1*
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Form of Underwriting Agreement.
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4.1
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Amended and Restated Certificate of Incorporation, as supplemented (incorporated by reference to Exhibit 3.1 to the Company’s Current Report
on Form
8-K
filed on May
26, 2010, File No.
001-04174).
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4.2
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Amended and Restated
By-Laws
(incorporated by reference to Exhibit 3.1 to the Company’s Current Report
on Form
8-K
filed on January
20, 2017, File No.
001-04174).
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4.3
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Form of Common Stock Certificate (incorporated by reference to Exhibit
4.5 to the Company’s Registration Statement on Form
S-3
filed May
19, 2006, File No.
333-134293).
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4.4
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Indenture, dated December
18, 2012 between the Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form
8-K
filed on December
20, 2012, File No.
001-04174).
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4.5*
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Form of Supplemental Indenture.
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4.6*
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Form of Global Note.
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4.10*
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Form of Certificate of Designation for Preferred Stock.
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4.11*
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Form of Warrant Agreement.
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4.12*
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Form of Purchase Contract Agreement.
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4.13*
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Form of Unit Agreement.
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4.14*
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Form of Unit Certificate.
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5.1**
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Opinion of Gibson, Dunn & Crutcher LLP.
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12.1
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Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Company’s Annual Report
on Form
10-K
filed on February 22, 2018, File
No. 001-04174).
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23.1**
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Consent of Ernst & Young LLP, independent registered public accounting firm.
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23.2**
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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23.3**
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Consent of Deloitte & Touche LLP, independent registered public accounting firm.
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23.4**
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 to this registration statement).
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24.1**
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Power of Attorney (included on signature page hereto).
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25.1**
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Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as trustee with respect to the Indenture dated as of December
18, 2012 and under the Trust Indenture Act of 1939, as amended.
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*
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To be filed by amendment hereto or as an exhibit to a Current Report on Form
8-K
and incorporated herein by reference.
|
II-2
The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities
Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided
,
however
, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
That, for the purpose of
determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
That, for the purpose of determining liability under the
Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however,
that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
II-3
contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
That, for the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other
communication that is an offer in the offering made by the undersigned registrant to the purchaser.
That, for purposes of determining any
liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial
bona fide
offering thereof.
To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form
S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tulsa, state of Oklahoma
on February 22, 2018.
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THE WILLIAMS COMPANIES, INC.
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/s/ Ted T. Timmermans
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By:
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Ted T. Timmermans
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Title:
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Vice President, Controller and Chief Accounting Officer
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POWER OF ATTORNEY
The undersigned directors and officers of The Williams Companies, Inc. hereby constitute and appoint Joshua H. De Rienzis, Robert E. Riley,
Jr. and Peter S. Burgess, each with full power to act and with full power of substitution and resubstitution, our true and lawful
attorneys-in-fact
and agents with full
power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and to file the same, with all exhibits and other documents
relating thereto and any registration statement relating to any offering made pursuant to this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act with the Securities and Exchange Commission
and hereby ratify and confirm all that such
attorney-in-fact
or his or her substitute shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Name
|
|
Title
|
|
Date
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|
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|
|
|
/s/ Alan S. Armstrong
Alan S. Armstrong
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 22, 2018
|
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|
|
|
/s/ John D. Chandler
John D. Chandler
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Ted T. Timmermans
Ted T. Timmermans
|
|
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
February 22, 2018
|
|
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|
|
|
/s/ Stephen W. Bergstrom
Stephen W. Bergstrom
|
|
Director
|
|
February 22, 2018
|
|
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|
|
/s/ Stephen I. Chazen
Stephen I. Chazen
|
|
Director
|
|
February 22, 2018
|
|
|
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|
|
/s/ Charles I. Cogut
Charles I. Cogut
|
|
Director
|
|
February 22, 2018
|
II-5
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Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kathleen B. Cooper
Kathleen B. Cooper
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Michael A. Creel
Michael A. Creel
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Peter A. Ragauss
Peter A. Ragauss
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Scott D. Sheffield
Scott D. Sheffield
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Murray D. Smith
Murray D. Smith
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ William H. Spence
William H. Spence
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Janice D. Stoney
Janice D. Stoney
|
|
Director
|
|
February 22, 2018
|
II-6
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