8-KMaterial AgreementsFinancial EventsExhibits & Filings

WILLIAMS COMPANIES, INC. 8-K Report, Material Agreement (Dec 1, 2025)

Filed December 1, 2025For Securities:WMB

Summary

Williams Companies, Inc. (WMB), through its subsidiary Northwest Pipeline LLC, has entered into a new Credit Agreement, effective December 1, 2025. This agreement establishes a $250 million term loan facility, primarily to refinance the company's 7.125% senior notes due on the same date. The proceeds will also support general corporate purposes, including working capital, acquisitions, and capital expenditures, providing flexibility for future growth and operational needs. The new term loans mature in three years and will bear interest based on either the Alternate Base Rate (ABR) or the Adjusted Term SOFR rate, plus an applicable rate determined by the company's senior unsecured debt ratings. A key financial covenant requires Northwest Pipeline LLC to maintain a debt-to-capitalization ratio of no greater than 65%, tested quarterly. The agreement includes standard covenants and events of default, typical for such financing arrangements.

Key Highlights

  • 1Northwest Pipeline LLC, a subsidiary of WMB, secured a $250 million term loan facility.
  • 2The new facility's primary purpose is to refinance existing 7.125% senior notes maturing on December 1, 2025.
  • 3The loan proceeds will also fund working capital, acquisitions, capital expenditures, and general corporate purposes.
  • 4The term loans have a maturity of three years from the effective date.
  • 5Interest rates are variable, based on ABR or SOFR plus an applicable rate tied to debt ratings.
  • 6A debt-to-capitalization ratio covenant of no greater than 65% must be maintained.
  • 7The agreement includes customary representations, warranties, and covenants, along with events of default.

Frequently Asked Questions

The primary purpose of the new Credit Agreement is to refinance Northwest Pipeline LLC's 7.125% senior notes that were due on December 1, 2025. Additionally, the funds can be used for working capital, acquisitions, capital expenditures, and other general corporate purposes, supporting the company's ongoing operations and strategic initiatives.

Northwest Pipeline LLC borrowed $250 million under the Credit Agreement. The term loans made available under this agreement mature on the third anniversary of the Credit Agreement Effective Date, which is December 1, 2025.

A significant financial covenant requires Northwest Pipeline LLC to maintain a debt-to-capitalization ratio (defined as net worth plus debt) of no greater than 65%. This ratio will be tested at the end of each fiscal quarter. The agreement also contains other customary covenants limiting certain actions like granting liens, mergers, asset sales, and distributions during an event of default.

The interest rate is variable and depends on the type of borrowing. For ABR Borrowings, it's the Alternate Base Rate plus an applicable rate. For SOFR Borrowings, it's the Adjusted Term SOFR rate plus the applicable rate. The applicable rates are determined by a pricing schedule based on the company's senior unsecured debt ratings.