UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 17, 2010
TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
(Exact name of registrant as specified in its charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
1-7584 (Commission File Number) |
74-1079400 (I.R.S. Employer Identification No.) |
| 2800 Post Oak Boulevard, P.O. Box 1396, Houston, Texas | 77251 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (713) 215-2000
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement.
New Credit Facility
On February 17, 2010, Williams Partners L.P. (“Williams Partners”), Transcontinental Gas Pipe
Line Company, LLC (the “Company”) and Northwest Pipeline GP (“Northwest”), as co-borrowers, entered
into a new $1.75 billion three-year senior unsecured revolving credit facility (the “New Credit
Facility”) with Citibank N.A. as administrative agent. The full amount of the New Credit Facility is
available to Williams Partners and may be increased by up to an additional $250 million. Each of the
Company and Northwest may borrow up to $400 million under the New Credit Facility to the extent not
otherwise utilized by Williams Partners. At closing, Williams Partners borrowed $250 million under
the New Credit Facility to repay the term loan outstanding under its existing senior unsecured
credit agreement.
Interest on borrowings under the New Credit Facility is payable at rates per annum equal to,
at the option of the borrower: (1) a fluctuating base rate equal to Citibank, N.A.’s adjusted base
rate plus the applicable margin, or (2) a periodic fixed rate equal to LIBOR plus the applicable
margin. The adjusted base rate will be the highest of (i) the federal funds rate plus 0.5 percent,
(ii) Citibank N.A.’s publicly announced base rate, and (iii) one-month LIBOR plus 1.0 percent.
Williams Partners is required to pay a commitment fee based on the unused portion of the New Credit
Facility. The applicable margin and the commitment fee are determined for each borrower
by reference to a pricing schedule based on such borrower’s senior unsecured debt ratings.
The New Credit Facility contains various covenants that limit, among other things, each borrower’s and its respective
subsidiaries’ ability to incur indebtedness, grant certain liens supporting
indebtedness, merge or consolidate, sell all or substantially all of its assets, enter into certain
affiliate transactions, make certain distributions during an event of default and allow any material
change in the nature of their business.
Under the New Credit Facility, Williams Partners is required to maintain a ratio of debt to
EBITDA (each as defined in the New Credit Facility) of no greater than 5.00 to 1.00 for itself and
its consolidated subsidiaries. For each of the Company and Northwest and their respective
consolidated subsidiaries, the ratio of debt to capitalization (defined as net worth plus debt) is
not permitted to be greater than 55%. Each of the above ratios will be tested beginning June 30, 2010 at the end of each
fiscal quarter, and the debt to EBITDA ratio is measured on a rolling four-quarter basis.
The New Credit Facility includes customary events of default, including events of default
relating to non-payment of principal, interest or fees, inaccuracy of representations and
warranties in any material respect when made or when deemed made, violation of covenants, cross
payment-defaults, cross acceleration, bankruptcy and insolvency events, certain unsatisfied
judgments and a change of control. If an event of default with respect to a borrower occurs under
the New Credit Facility, the lenders will be able to terminate the commitments for all borrowers
and accelerate the maturity of the loans of the defaulting borrower under the New Credit Facility
and exercise other rights and remedies. The New Credit Facility is filed as Exhibit 10.1 hereto and
is incorporated herein by reference.
Administrative Services Agreement
Also on February 17, 2010, the Company entered into an Administrative Services Agreement with
Transco Pipeline Services LLC, a Delaware limited liability company (the “Contractor”). Pursuant to
the Administrative Services Agreement, the Contractor agreed to provide personnel, facilities,
goods, and equipment not otherwise provided by the Company that are necessary to operate the
Company’s businesses. In return, the Company agreed to reimburse the Contractor for all direct and
indirect expenses the Contractor incurs or payments it makes (including salary, bonus, incentive
compensation, and benefits) in connection with these services. The Administrative Services
Agreement is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
The foregoing descriptions of the New Credit Facility and the Administrative Services
Agreement are not complete and are subject to and qualified in their entirety by reference to the
full text of such agreements.
1
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The description of the New Credit Facility in Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
10.1
|
Credit Agreement, dated as of February 17, 2010, by and among Williams Partners L.P., Northwest Pipeline GP, Transcontinental Gas Pipe Line Company, LLC, and Citibank N.A., as Administrative Agent (incorporated by reference to Exhibit 10.5 to Williams Partners L.P.’s Current Report on Form 8-K, filed on February 22, 2010 (File No. 001-32599)). | |
10.2
|
Administrative Services Agreement, dated as of February 17, 2010, by and between Transco Pipeline Services LLC and Transcontinental Gas Pipe Line Company, LLC (incorporated by reference to Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K, filed on February 22, 2010 (File No. 001-32599)). |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC |
||||
| By: | /s/ La Fleur C. Browne | |||
| La Fleur C. Browne | ||||
| Secretary | ||||
DATED:
February 22, 2010
EXHIBIT INDEX
| Exhibit No. | Description | |
10.1
|
Credit Agreement, dated as of February 17, 2010, by and among Williams Partners L.P., Northwest Pipeline GP, Transcontinental Gas Pipe Line Company, LLC, and Citibank N.A., as Administrative Agent (incorporated by reference to Exhibit 10.5 to Williams Partners L.P.’s Current Report on Form 8-K, filed on February 22, 2010 (File No. 001-32599)). | |
10.2
|
Administrative Services Agreement, dated as of February 17, 2010, by and between Transco Pipeline Services LLC and Transcontinental Gas Pipe Line Company, LLC (incorporated by reference to Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K, filed on February 22, 2010 (File No. 001-32599)). |