8-K/AMaterial AgreementsFinancial EventsExhibits & Filings

WILLIAMS COMPANIES, INC. 8-K/A Report, Material Agreement (May 2, 2006)

Filed May 2, 2006For Securities:WMB

Summary

Williams Companies, Inc. (WMB) filed an amendment to its Form 8-K to correct a typographical error, clarifying that a new Credit Agreement was entered into on May 1, 2006, not May 1, 2005. This new agreement establishes a $1.5 billion senior unsecured revolving line of credit with a three-year term. The credit facility replaces a previous agreement and provides significant liquidity for the company and its subsidiaries, including Northwest Pipeline Corporation and Transcontinental Gas Pipe Line Corporation. This new credit facility is crucial for Williams Companies' ongoing operations and strategic flexibility. While it offers substantial borrowing capacity, investors should note the covenants and restrictions within the agreement. These include limitations on liens, mergers, asset sales, indebtedness, and related-party transactions, as well as a financial maintenance covenant requiring a minimum consolidated EBITDA to interest expense ratio. The potential for debt acceleration upon default or a change of control is also a key consideration for assessing financial risk.

Key Highlights

  • 1Williams Companies entered into a new $1.5 billion senior unsecured revolving credit agreement on May 1, 2006, replacing an older agreement.
  • 2The credit facility has a term of three years and provides liquidity to Williams Companies and its subsidiaries, including Northwest Pipeline Corporation and Transcontinental Gas Pipe Line Corporation.
  • 3Borrowings under the new agreement will bear interest at variable rates based on LIBOR or a base rate, plus an applicable margin tied to the company's senior unsecured long-term debt rating.
  • 4The agreement includes significant covenants and restrictions on the borrowers' business activities, such as limitations on asset sales, mergers, and incurring additional indebtedness.
  • 5A financial maintenance covenant requires Williams Companies to maintain a minimum consolidated EBITDA to interest expense ratio.
  • 6The agreement contains standard events of default, including cross-acceleration clauses for debt over $100 million and change of control provisions, which could lead to acceleration of debt.
  • 7As of May 1, 2006, there were no outstanding borrowings under the new credit agreement.

Frequently Asked Questions

This filing is an amendment to a previous 8-K to correct a date error. The core purpose is to formally disclose Williams Companies' entry into a new $1.5 billion senior unsecured revolving credit agreement on May 1, 2006, which replaced an existing credit facility.

The new credit agreement provides a $1.5 billion revolving line of credit with a three-year term. Interest rates are variable, based on LIBOR or a base rate plus an applicable margin dependent on the company's debt rating. It also includes several covenants and restrictions on the borrowers' operations and financial flexibility.

The agreement restricts borrowers from granting liens on assets, merging, consolidating, selling assets, incurring significant indebtedness, engaging in related-party transactions, and making certain equity distributions. Williams Companies is also subject to a minimum consolidated EBITDA to interest expense ratio covenant.

No, as of May 1, 2006, there were no outstanding borrowings under the new credit agreement.