Williams Commences $3B Cash Tender Offer

Williams will offer to purchase for cash up to $3 billion aggregate principal amount of its respective notes in the priority listed below:

Title of Security

CUSIP

Amount Outstanding

(in millions)

Acceptance Priority Level

Tender Offer Consideration (1)

Early Tender Premium (1)

Total Consideration (1)

 

7.125% Notes due 2011

969457BF6

$477

1

$1,065

$30

$1,095

 

8.125% Notes due 2012

969457BK5

$626

1

$1,115

$30

$1,145

 

7.625% Notes due 2019

969457AW0

$700

1

$1,170

$30

$1,200

 

8.75% Senior Notes due 2020

969457BS8
969457BR0

$600

1

$1,255

$30

$1,285

 

7.70% Debentures due 2027 (2)

565097AF9

$100

1

$1,145

$30

$1,175

 

Offer for the Notes listed below are subject to Second Priority Tender Cap

 

7.875% Notes due 2021

969457BG4

$750

2

$1,200

$30

$1,230

 

7.50% Debentures due 2031

969457BB5
969457BA7

$690

2

$1,125

$30

$1,155

 

7.75% Notes due 2031

969457BD1

$480

2

$1,135

$30

$1,165

 

8.75% Notes due 2032

969457BM1

$850

2

$1,240

$30

$1,270

 
   

(1) Per $1,000 principal amount of Notes.

 

(2) Originally issued by MAPCO, Inc.

To be eligible to receive the Total Consideration, holders of notes must validly tender (and not validly withdraw) their notes at or prior to 5 p.m., New York City time, on Feb. 1, 2010, unless extended or earlier terminated. Holders must validly tender (and not validly withdraw) their notes at or prior to the expiration of the tender offer and consent solicitations to be eligible to receive the Tender Offer Consideration. Tenders of notes may be validly withdrawn and delivery of consents may be validly revoked at any time at or prior to 5 p.m., New York City time, on Feb. 1, 2010, unless extended, but not thereafter.

The amount of each series of notes that is purchased in the tender offer will be determined in accordance with the Acceptance Priority Level noted in the table above. Williams will purchase any and all of the validly tendered (and not validly withdrawn) notes listed above as Acceptance Priority Level 1. Williams will purchase validly tendered (and not validly withdrawn) notes listed above as Acceptance Priority Level 2 subject to a cap equal to the $3 billion tender cap minus the aggregate principal amount of Acceptance Priority Level 1 notes accepted for purchase. In the event the tender offer is oversubscribed, Acceptance Priority Level 2 notes will be accepted on a pro rata basis.

In conjunction with this tender offer, Williams is also soliciting consents to modify the related indentures and will pay a consent fee of $2.50 per $1,000 principal amount of notes to all holders that validly tender, including those that are not accepted in the tender offer. The consent fee is included in both the Tender Offer Consideration and Total Consideration.

The tender offer and consent solicitations will each expire at 12:00 midnight, New York City time, on Feb. 16, 2010, unless extended or earlier terminated.

Williams is making this tender offer and consent solicitations as part of the strategic restructuring the company jointly announced with Williams Partners L.P. (NYSE: WPZ) earlier today. Consummation of the tender offer for all series of notes and the consent solicitations is subject to the satisfaction or waiver of certain conditions, including closing of the asset contribution transaction with Williams Partners, successful consummation of the Williams Partners private bond offering and establishment of its credit facility, and achieving the requisite consents in the consent solicitation. Please see the earlier news release for detailed information about the restructuring.

 

 

 

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