UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 21, 2015
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-4174 |
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73-0569878 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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One Williams Center,
Tulsa, Oklahoma |
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74172 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants Telephone Number, Including Area Code: (918) 573-2000
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On June 21, 2015, The Williams Companies, Inc. (Williams)
issued a press release announcing, among other things, that its Board of Directors has authorized a process to explore a range of strategic alternatives following receipt of an unsolicited proposal to acquire Williams in an all-equity transaction at
a stated per share price of $64.00. The unsolicited proposal was contingent on the termination of Williams pending acquisition of Williams Partners L.P. (the Pending Acquisition). A copy of this press release is filed and attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
Portions of this document may constitute forward-looking
statements as defined by federal law, including statements regarding the exploration by Williams of strategic alternatives, the Pending Acquisition and the expected operational and financial performance of Williams and Williams Partners.
Although the company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes, including the outcome of the exploration by Williams of strategic alternatives, the Pending Acquisition and the
expected operational and financial performance of Williams and Williams Partners, will not be materially different. Any such statements are made in reliance on the safe harbor protections provided under the Private Securities Reform Act
of 1995. Additional information about issues that could lead to material changes in performance is contained in the companys annual reports filed with the Securities and Exchange Commission.
Important Information:
Williams and
Williams Partners L.P. (Williams Partners) security holders are urged to read the joint solicitation statement/prospectus regarding the Pending Acquisition when it becomes available because it will contain important information.
Investors will be able to obtain a free copy of the joint solicitation statement/prospectus, as well as other filings containing information about the Pending Acquisition, without charge, at the Securities and Exchange Commissions (the
SEC) internet site (http://www.sec.gov). Copies of the joint solicitation statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint solicitation statement/prospectus can also be obtained,
without 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 of 1934, as amended) in respect of the Pending Acquisition between Williams and Williams Partners. Information about Williams directors and executive officers is available in Williams
annual report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on February 25, 2015. Information about Williams Partners directors and executive officers is available in WPZs annual report on Form
10-K for the fiscal year ended December 31, 2014 filed with the SEC on February 25, 2015. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint solicitation statement/prospectus and other relevant materials to be filed with the SEC when they become available.
This document or communication shall not constitute an offer to sell or the solicitation of an offer to buy 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 Securities Act of 1933, as amended.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated June 21, 2015. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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THE WILLIAMS COMPANIES, INC. |
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By: |
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/s/ William H. Gault |
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Name: |
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William H. Gault |
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Title: |
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Assistant Secretary |
DATED: June 22, 2015
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated June 21, 2015. |
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Exhibit 99.1
DATE: June 21, 2015
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MEDIA CONTACT: |
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INVESTOR CONTACTS: |
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Lance Latham (918) 573-9675
OR:
Dan Katcher/Andrew Siegel/Dan Moore Joele Frank, Wilkinson
Brimmer Katcher 212-355-4449 |
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John Porter (918) 573-0797 |
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Brett Krieg (918) 573-4614 |
Williams To Explore Strategic Alternatives
TULSA, Okla. Williams (NYSE: WMB) today announced that its Board of Directors has authorized a process to explore a range of strategic alternatives
following receipt of an unsolicited proposal to acquire Williams in an all-equity transaction at a stated per share price of $64.00. The unsolicited proposal was contingent on the termination of Williams pending acquisition of Williams
Partners L.P. (NYSE: WPZ). With the assistance of its outside financial and legal advisors, the Williams Board carefully considered the unsolicited proposal and determined that it significantly undervalues Williams and would not deliver value
commensurate with what Williams expects to achieve on a standalone basis and through other growth initiatives, including the pending acquisition of WPZ.
As previously announced on May 13, 2015, Williams and WPZ have signed a definitive agreement under which Williams will acquire all of the public
outstanding common units of WPZ in an all stock-for-unit transaction at a 1.115 ratio of Williams common shares per unit of WPZ. During its strategic review process, Williams will continue to work towards the completion of the WPZ transaction.
Williams has retained Barclays and Lazard to assist in its review of strategic alternatives, which could include, among other things, a merger, a sale of
Williams or continuing to pursue the Companys existing operating and growth plan.
Our Board and management team remain committed to acting in
the best interests of shareholders, and in light of the unsolicited proposal, our Board believes it is in the best interest of shareholders to conduct a thorough evaluation of strategic alternatives, said Alan Armstrong, President and Chief
Executive Officer of Williams. Williams premier infrastructure connects the best natural gas supplies to the best markets, and our strategy has provided substantial shareholder value allowing us to deliver a compound annual dividend
growth rate of approximately 30% since we embarked on our strategy in 2012. In addition, we expect the growth of our business and the benefits from the WPZ transaction to enable 10-15% dividend growth through 2020. We are confident in our strategic
plan and the significant value that will be created through the acquisition of WPZ and our large portfolio of growth projects. At the same time, we are open minded and committed to ensuring that Williams is maximizing value for shareholders.
There can be no assurance regarding the results of Williams review of strategic alternatives. Williams undertakes no obligation to make any further
announcements regarding the exploration of strategic alternatives unless and until final decisions are made.
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Barclays and Lazard are serving as financial advisors to Williams. Cravath, Swaine & Moore LLP and
Gibson, Dunn & Crutcher LLP are serving as legal advisors to Williams.
About Williams
Williams (NYSE: WMB) is a premier provider of large-scale infrastructure to connect North American natural gas and natural gas products to growing demand for
cleaner fuel and feedstocks. Headquartered in Tulsa, Okla., Williams owns approximately 60 percent of Williams Partners L.P. (NYSE: WPZ), including all of the 2 percent general-partner interest. Williams Partners is an industry-leading, large-cap
master limited partnership with operations across the natural gas value chain from gathering, processing and interstate transportation of natural gas and natural gas liquids to petchem production of ethylene, propylene and other olefins. With major
positions in top U.S. supply basins and also in Canada, Williams Partners owns and operates more than 33,000 miles of pipelines system wide including the nations 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
Portions of this document may constitute forward-looking statements as defined by federal law. Although the company believes any such
statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the safe harbor protections provided under the Private Securities
Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the companys annual reports filed with the Securities and Exchange Commission.
Important Information:
This document or communication
includes important information about an agreement for the acquisition by The Williams Companies, Inc. of all publicly held common units of Williams Partners L.P. Williams and Williams Partners security holders are urged to read the joint
solicitation statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information. Investors will be able to obtain a free copy of the joint solicitation statement/prospectus, as well as
other filings containing information about the proposed transaction, without charge, at the Securities and Exchange Commissions (the SEC) internet site (http://www.sec.gov). Copies of the joint solicitation statement/prospectus and
the filings with the SEC that will be incorporated by reference in the joint solicitation statement/prospectus can also be obtained, without 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 of 1934, as amended) in respect of the proposed transaction between
Williams and Williams Partners. Information about Williams directors and executive officers is available in Williams annual report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on February 25,
2015. Information about Williams Partners directors and executive officers is available in WPZs annual report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on February 25, 2015. Other information
regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint solicitation statement/prospectus and other relevant materials to be filed
with the SEC when they become available.
This document or communication shall not constitute an offer to sell or the solicitation of an offer to buy 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 Securities Act of 1933, as amended.
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