Item 1.01. Entry Into Material Definitive Agreement.
On March 2, 2021, The Williams Companies, Inc. (the “Company”)
completed a registered offering (the “Offering”) of $900,000,000
aggregate principal amount of its 2.600% Senior Notes due 2031 (the
“Notes”). The Offering has been registered under the Securities Act
of 1933, as amended (the “Securities Act”), pursuant to a
registration statement on Form S-3 (Registration No. 333-253451) of the Company
(the “Registration Statement”), and the prospectus supplement dated
February 25, 2021 and filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act on
March 1, 2021 (the “Prospectus Supplement”).
The Notes were issued pursuant to an Indenture (the “Base
Indenture”), dated as of December 18, 2012, between the
Company and The Bank of New York Mellon Trust Company, N.A. as
trustee (the “Trustee”), as supplemented by the Fourth Supplemental
Indenture (the “Supplemental Indenture” and together with the Base
Indenture, the “Indenture”), dated as of March 2, 2021,
between the Company and the Trustee. The Notes are represented by a
global security, a form of which is included as an exhibit to the
The Notes will pay interest semi-annually in cash in arrears on
March 15 and September 15 of each year, beginning on
September 15, 2021. The Notes are the Company’s senior
unsecured obligations and will rank equally in right of payment
with all of its other senior indebtedness and senior to all of its
future indebtedness that is expressly subordinated in right of
payment to the Notes.
The Indenture contains covenants that, among other things, restrict
the Company’s ability to incur liens on assets to secure certain
debt and merge, consolidate or sell, assign, transfer, lease convey
or otherwise dispose of all or substantially all of its assets,
subject to certain qualifications and exceptions. The Indenture
includes customary events of default, including payment defaults
and certain events of bankruptcy, insolvency or reorganization.
The Company may redeem some or all of the Notes at any time or from
time to time prior to December 15, 2030 at a specified
“make-whole” premium described in the Indenture. The Company also
has the option at any time or from time to time on or after
December 15, 2030 to redeem the Notes, in whole or in part, at
a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest thereon to
the redemption date, as more fully described in the Indenture. A
copy of the Base Indenture was previously filed, and a copy of the
Supplemental Indenture is filed as Exhibit 4.1 to this report. The
descriptions of the terms of the Base Indenture and the
Supplemental Indenture in this Item 1.01 are qualified in their
entirety by reference to such exhibits.
Item 9.01. Financial Statements and Exhibits.