8-KRegulation FDExhibits & Filings

WILLIAMS COMPANIES, INC. 8-K Report, Regulation FD Disclosure (Sep 3, 2004)

Filed September 3, 2004For Securities:WMB

Summary

Williams Companies, Inc. (WMB) has filed an 8-K report to disclose the successful expiration and acceptance of its cash tender offer and consent solicitation for its 8 5/8 percent Senior Notes due 2010. The offer expired on September 2, 2004, with approximately 99% of the notes, totaling $793 million in principal amount, being validly tendered and accepted for payment. This action signifies a significant portion of this specific debt maturing or being repurchased by the company. Investors should note the financial impact of this tender offer. Williams Companies expects to incur a pre-tax charge to earnings of approximately $155 million in the third quarter of 2004. This charge accounts for the premiums paid to noteholders for tendering their debt and associated fees and expenses. While the repurchase of debt can be a strategic move for a company, the associated charge will negatively impact reported earnings for the period.

Key Highlights

  • 1Williams Companies, Inc. announced the expiration of its cash tender offer and consent solicitation for its 8 5/8 percent Senior Notes due 2010 on September 2, 2004.
  • 2Approximately $793 million aggregate principal amount of notes, representing about 99% of the outstanding amount, were validly tendered.
  • 3The company has accepted all validly tendered notes for payment.
  • 4Williams Companies paid premiums totaling approximately $135 million to noteholders for tendering their debt.
  • 5A pre-tax charge to earnings of approximately $155 million is expected in the third quarter of 2004 due to the premiums, fees, and expenses related to the tender offer.
  • 6The filing was made on September 3, 2004, under Regulation FD Disclosure (Item 7.01).

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