The Williams Companies, Inc. (NYSE: WMB) (“Williams”) and
Williams Partners L.P. (NYSE: WPZ) ("Williams Partners") today
announced that, in connection with the previously announced merger
transaction between Williams and Williams Partners (the “Merger”),
the registration statement on Form S-4 (the “Registration
Statement”) has been declared “effective” by the U.S. Securities
and Exchange Commission (“SEC”).
Williams also today announced that it has scheduled a special
meeting of Williams stockholders to vote on the proposed Merger and
related amendment to Williams’ Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of
Williams common stock. The special meeting of stockholders will be
held on Aug. 9, 2018, at 10:00 a.m. (Central Daylight Time) at the
Williams Resource Center Theater, One Williams Center, Tulsa,
Oklahoma. Williams’ stockholders of record as of the close of
business on July 9, 2018, are entitled to vote at the meeting.
In addition, Williams Partners today announced that Williams
Partners unitholders of record at the close of business on July 9,
2018, will be entitled to deliver written consents to approve the
proposed Merger. Pursuant to the terms of a Support Agreement
between Williams Gas Pipeline Company, LLC, a wholly owned
subsidiary of Williams (“Williams Gas Pipeline”), and Williams
Partners, Williams Gas Pipeline is expected to deliver its written
consent with respect to the proposed Merger within two business
days after the effectiveness of the Registration Statement. The
delivery by Williams Gas Pipeline of its written consent will be
sufficient to approve the proposed Merger on behalf of Williams
Partners.
About Williams & Williams Partners
Williams (NYSE: WMB) is a premier provider of large-scale
infrastructure connecting U.S. natural gas and natural gas products
to growing demand for cleaner fuel and feedstocks. Headquartered in
Tulsa, Okla., Williams owns approximately 74 percent of Williams
Partners L.P. (NYSE: WPZ). Williams Partners is an
industry-leading, large-cap master limited partnership with
operations across the natural gas value chain including gathering,
processing and interstate transportation of natural gas and natural
gas liquids. With major positions in top U.S. supply basins,
Williams Partners owns and operates more than 33,000 miles of
pipelines system wide – including the nation’s largest volume and
fastest growing pipeline – providing natural gas for clean-power
generation, heating and industrial use. Williams Partners’
operations touch approximately 30 percent of U.S. natural gas.
www.williams.com
Important Information:
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. This communication relates to
the proposed Merger between Williams and Williams Partners. In
furtherance of this proposed Merger and subject to future
developments, Williams and Williams Partners have filed the
Registration Statement with the SEC and a joint consent
statement/proxy statement/prospectus and other documents related to
the proposed Merger. This communication is not a substitute for any
consent statement, proxy statement, registration statement,
prospectus or other document Williams or Williams Partners may file
with the SEC in connection with the proposed Merger. The
Registration Statement was declared effective by the SEC on July
12, 2018. INVESTORS AND SECURITY HOLDERS OF WILLIAMS AND WILLIAMS
PARTNERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT
CONSENT STATEMENT/PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
THAT HAVE BEEN OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. Williams and Williams Partners expect to
begin mailing the joint consent statement/proxy
statement/prospectus to Williams stockholders and Williams Partners
unitholders today. Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC by
Williams and Williams Partners through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed by
Williams and Williams Partners with the SEC will be available free
of charge by directing a request either to The Williams Companies,
Inc., One Williams Center, Tulsa, Oklahoma 74172, Attention:
Investor Relations or to Williams Partners L.P., One Williams
Center, Tulsa, Oklahoma 74172, Attention: Investor Relations.
The respective directors and executive officers of Williams and
Williams Partners may be deemed to be “participants” (as defined in
Schedule 14A under the Exchange Act) in respect of the proposed
Merger. Information about Williams’ directors and executive
officers is available in Williams’ annual report on Form 10-K for
the fiscal year ended December 31, 2017, filed with the SEC on
February 22, 2018. Information about Williams Partners’ directors
and executive officers is available in Williams Partners’ annual
report on Form 10-K for the fiscal year ended December 31, 2017
filed with the SEC on February 22, 2018. Other information
regarding the participants in the solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, is contained in the joint consent statement/proxy
statement/prospectus and other relevant materials to be filed with
the Securities and Exchange Commission when they become
available.
Forward-Looking Statements
The reports, filings, and other public announcements of Williams
and Williams Partners may contain or incorporate by reference
statements that do not directly or exclusively relate to historical
facts. Such statements are "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. We make these forward-looking statements in reliance on
the safe harbor protections provided under the Private Securities
Litigation Reform Act of 1995. You typically can identify
forward-looking statements 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 are based on management's beliefs and
assumptions and on information currently available to management
and include, among others, statements regarding:
- The closing, expected timing, and
benefits of the proposed Merger;
- Expected levels of cash distributions
by Williams Partners with respect to limited partner
interests;
- The levels of dividends to Williams
stockholders;
- Our expected financial results
following the proposed Merger;
- Future credit ratings of Williams,
Williams Partners and their affiliates;
- Amounts and nature of future capital
expenditures;
- Expansion and growth of our business
and operations;
- Expected in-service dates for capital
projects;
- Financial condition and liquidity;
- Business strategy;
- Cash flow from operations or results of
operations;
- Seasonality of certain business
components;
- Natural gas and natural gas liquids
olefins prices, supply, and demand; and
- Demand for our services.
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
presentation. 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:
- Satisfaction of the conditions to the
completion of the proposed Merger, including approval by Williams
stockholders;
- Whether Williams Partners will produce
sufficient cash flows to provide the level of cash distributions we
expect;
- Whether Williams is able to pay current
and expected levels of dividends;
- Availability of supplies, market
demand, and volatility of prices;
- Inflation, interest rates, and
fluctuation in foreign exchange rates and general economic
conditions (including future disruptions and volatility in the
global credit markets and the impact of these events on customers
and suppliers);
- The strength and financial resources of
our competitors and the effects of competition;
- Whether we are able to successfully
identify, evaluate and execute investment opportunities;
- Our ability to acquire new businesses
and assets and successfully integrate those operations and assets
into our existing businesses as well as successfully expand our
facilities;
- Development of alternative energy
sources;
- The impact of operational and
developmental hazards and unforeseen interruptions;
- The impact of existing and future laws
(including, but not limited to, the Tax Cuts and Jobs Act of 2017),
regulations (including, but not limited to, the FERC’s “Revised
Policy Statement on Treatment of Income Taxes” in Docket No.
PL17-1-000), the regulatory environment, environmental liabilities,
and litigation, as well as our ability to obtain necessary permits
and approvals, and achieve favorable rate proceeding outcomes;
- Our costs and funding obligations for
defined benefit pension plans and other postretirement benefit
plans;
- Changes in the current geopolitical
situation;
- Our exposure to the credit risk of our
customers and counterparties;
- 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;
- The amount of cash distributions from
and capital requirements of our investments and joint ventures in
which we participate;
- Risks associated with weather and
natural phenomena, including climate conditions;
- Acts of terrorism, including
cybersecurity threats and related disruptions;
- Our ability to close the proposed
Merger; and
- Additional risks described in our
filings with the SEC.
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 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 may cause our intentions to change from those
statements of intention set forth in this presentation. 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.
Investors are urged to closely consider the disclosures and risk
factors in Williams’ and Williams Partners’ annual reports on Form
10-K each filed with the SEC on Feb. 22, 2018, and each of our
respective quarterly reports on Form 10-Q available from our
offices or websites at www.williams.com and
investor.williams.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180712005642/en/
WilliamsMedia Contact:Keith Isbell,
918-573-7308orInvestor Contact:Brett Krieg, 918-573-4614
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