Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Indenture
On March 15, 2018, Transcontinental Gas Pipe Line Company, LLC (the Company), an indirect wholly owned subsidiary of Williams
Partners L.P., a publicly traded limited partnership controlled by The Williams Companies, Inc., completed an offering of $400 million in aggregate principal amount of its 4.000% Senior Notes due 2028 (the 2028 Notes) and
$600,000,000 in aggregate principal amount of its 4.600% Senior Notes due 2048 (the 2048 Notes, and collectively, the Notes) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities
Act of 1933, as amended (the Securities Act).
The Notes were issued under an Indenture, dated as of March 15, 2018 (the
Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes are the Companys senior unsecured obligations ranking equally with the Companys other existing and future senior
unsecured indebtedness. The 2028 Notes bear interest at a rate of 4.000% per annum and were priced at 99.446% of par. The 2028 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year commencing on
September 15, 2018. The 2028 Notes will mature on March 15, 2028. The 2048 Notes bear interest at a rate of 4.600% per annum and were priced at 99.276% of par. The 2048 Notes will pay interest semi-annually in cash in arrears on
March 15 and September 15 of each year commencing on September 15, 2018. The 2048 Notes will mature on March 15, 2048.
At any time prior to December 15, 2027, in the case of the 2028 Notes, and September 15, 2047, in the case of the 2048 Notes, the
Company may redeem some or all of the Notes at a specified make whole premium described in the Indenture. The Company also has the option, at any time on or after December 15, 2027, in the case of the 2028 Notes, and
September 15, 2047, in the case of the 2048 Notes, to redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, as more fully described in the Indenture. The Indenture contains
covenants that, among other things, restrict the Companys ability to grant liens on its assets and merge, consolidate or transfer or lease all or substantially all of its assets, subject to certain qualifications and exceptions.
The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is filed
as Exhibit 4.1 to this Current Report on Form
8-K
and incorporated herein by reference.
Registration Rights
Agreement
The holders of the Notes are entitled to the benefits of a Registration Rights Agreement, dated March 15, 2018 (the
Registration Rights Agreement), among the Company and the initial purchasers listed therein. Pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement with the Securities and Exchange
Commission for an offer to exchange the Notes for a new issuance of substantially identical notes issued under the Securities Act (the Exchange Offer) and to cause the Exchange Offer to be consummated within 365 days after March 15,
2018. The Company may be required to provide a shelf registration statement to cover resales of the Notes under certain circumstances. If the Company fails to satisfy its obligations under the Registration Rights Agreement, it may be required to pay
additional interest on the Notes.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by
reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference.