8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+2

WILLIAMS COMPANIES, INC. 8-K Report, Material Agreement (Jan 6, 2012)

Filed January 6, 2012For Securities:WMB

Summary

Williams Companies, Inc. (WMB) filed an 8-K report on January 5, 2012, detailing the completion of a significant corporate action: the spin-off of its subsidiary, WPX Energy, Inc. The separation, effective December 30, 2011, involved the transfer of assets and liabilities between the two entities, culminating in a pro-rata distribution of WPX Energy shares to Williams Companies' stockholders. This transaction aims to create two distinct, publicly traded companies, allowing each to focus on its respective business operations and strategic objectives. Investors should note that this spin-off fundamentally reshapes the corporate structure of Williams Companies. The report also includes ancillary agreements governing employee matters, tax sharing, and transitional services to ensure an orderly separation. Additionally, the filing references pro forma financial information that allows investors to analyze the financial position and performance of Williams Companies on a post-spin-off basis. The departure of Ralph A. Hill from his role as Senior Vice President, Exploration & Production is also noted in connection with the spin-off.

Key Highlights

  • 1Completion of the spin-off of WPX Energy, Inc. from Williams Companies, Inc.
  • 2Distribution of WPX Energy common stock to Williams Companies' stockholders on a pro-rata basis (1 share of WPX for every 3 shares of WMB held).
  • 3Separation and Distribution Agreement executed on December 30, 2011, formalizing the split.
  • 4Ancillary agreements including Employee Matters, Tax Sharing, and Transition Services agreements are in place.
  • 5WPX Energy common stock began trading following the spin-off, with the SEC declaring WPX's Form 10 effective and listing on the NYSE.
  • 6Departure of Ralph A. Hill, Senior Vice President, Exploration & Production, in connection with the spin-off.
  • 7Filing includes pro forma financial information for a clearer view of the post-spin-off Williams Companies.

Frequently Asked Questions

The main event reported is the completion of the spin-off of WPX Energy, Inc. from The Williams Companies, Inc. This means WPX Energy is now a separate, independent company.

Shareholders received one share of WPX Energy common stock for every three shares of Williams Companies common stock they held as of the record date (December 14, 2011). Cash was provided for any fractional shares.

The ancillary agreements (Employee Matters, Tax Sharing, and Transition Services) are designed to ensure a smooth and orderly separation between Williams Companies and WPX Energy by outlining responsibilities related to employees, taxes, and services during the transition period.

The filing includes unaudited pro forma condensed consolidated financial statements for Williams Companies, dated September 30, 2011, which provide insight into the company's financial position and results of operations as if the separation had already occurred.