| Item 1.01. |
Entry Into Material Definitive Agreement. |
On June 30, 2025, The Williams Companies, Inc. (the “Company”) completed a registered offering (the “Offering”) of $750 million aggregate principal amount of its 4.625% Senior Notes due 2030 (the “2030 Notes”) and $750 million aggregate principal amount of its 5.300% Senior Notes due 2035 (the “2035 Notes” and together with the 2030 Notes, 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. 333-277232) of the Company (the “Registration Statement”) and the prospectus supplement dated June 26, 2025 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 27, 2025 (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 Twelfth Supplemental Indenture (the “Twelfth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), dated as of June 30, 2025, between the Company and the Trustee. Each of the 2030 Notes and the 2035 Notes are represented by a global security, the applicable forms of which are included as exhibits to the Twelfth Supplemental Indenture.
The 2030 Notes will pay interest semi-annually in cash in arrears on June 30 and December 30 of each year, beginning on December 30, 2025. The 2035 Notes will pay interest semi-annually in cash in arrears on March 30 and September 30 of each year, beginning on September 30, 2025. 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 May 30, 2030 in the case of the 2030 Notes, and June 30, 2035 in the case of the 2035 Notes, 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 May 30, 2030, in the case of the 2030 Notes, and June 30, 2035, in the case of the 2035 Notes, to redeem the applicable 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 Twelfth Supplemental Indenture is filed as Exhibit 4.1 to this report. The description of the terms of the Base Indenture and the Twelfth Supplemental Indenture in this Item 1.01 are qualified in their entirety by reference to such exhibits.
| Item 9.01. |
Financial Statements and Exhibits. |
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| Exhibit
Number |
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Description |
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| 4.1 |
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Twelfth Supplemental Indenture, dated as of June 30, 2025, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee. |
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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). |
