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Entry into a Material Definitive Agreement. |
On November 20, 2025, Transcontinental Gas Pipe Line Company, LLC (the “Company”), an indirect wholly owned subsidiary of The Williams Companies, Inc., completed an offering of $1.0 billion in aggregate principal amount of its 5.100% Senior Notes due 2036 (the “2036 Notes”) and $700.0 million in aggregate principal amount of its 5.750% Senior Notes due 2056 (the “2056 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 November 20, 2025 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes are the Company’s senior unsecured obligations ranking equally with the Company’s other existing and future senior unsecured indebtedness. The 2036 Notes bear interest at a rate of 5.100% per annum and were priced at 99.936% of par. The 2036 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year commencing on March 15, 2026. The 2036 Notes will mature on March 15, 2036. The 2056 Notes bear interest at a rate of 5.750% per annum and were priced at 99.413% of par. The 2056 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year commencing on March 15, 2026. The 2056 Notes will mature on March 15, 2056.
At any time prior to December 15, 2035, in the case of the 2036 Notes, and September 15, 2055, in the case of the 2056 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, 2035, in the case of the 2036 Notes, and September 15, 2055, in the case of the 2056 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 Company’s 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 November 20, 2025 (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 November 20, 2025. 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.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
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Financial Statements and Exhibits. |
(d) Exhibits
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| 4.1 |
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Indenture, dated as of November 20, 2025, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee. |
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| 10.1 |
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Registration Rights Agreement, dated November 20, 2025, among Transcontinental Gas Pipe Line Company, LLC and the initial purchasers listed therein. |
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| 104 |
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Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). |
