Attached files
| file | filename |
|---|---|
| EX-4.1 - EX-4.1 - TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC | c65827exv4w1.htm |
| EX-10.1 - EX-10.1 - TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC | c65827exv10w1.htm |
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): August 12, 2011
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 (Address of Principal Executive Offices) |
77056 (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. |
Indenture
On August 12, 2011, Transcontinental Gas Pipe Line Company, LLC (the “Company”) completed an
offering of $375 million in aggregate principal amount of its 5.40% Senior Notes due 2041 (the
“Notes”) in a private placement conducted pursuant to Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”).
The Notes were issued under an Indenture, dated as of August 12, 2011 (the “Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes are
the Company’s senior unsecured obligations ranking equally with the Company’s other existing and
future senior unsecured indebtedness. The Notes bear interest at a rate of 5.40% per annum and were
priced at 99.338% of par. The Notes will pay interest semi-annually in cash in arrears on February
15 and August 15 of each year commencing on February 15, 2012. The Notes will mature on August 15,
2041. At any time prior to February 15, 2041, the Company may redeem some or all of the Notes at a
specified “make whole” premium described in the Indenture. The Company also has the option, at any
time on or after February 15, 2041, to redeem some or all of the Notes at a redemption price equal
to 100% of the principal amount of the Notes to be redeemed, as more fully described in the
Indenture. The Indenture contains covenants that, among other things, restrict the Company’s
ability to grant liens on its assets and merge, consolidate or transfer or lease all or
substantially all of its assets, subject to certain qualifications and exceptions.
The foregoing description of the Notes and the Indenture is qualified in its entirety by
reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form
8-K and incorporated herein by reference.
Registration Rights Agreement
The holders of the Notes are entitled to the benefits of a Registration Rights Agreement dated
August 12, 2011 (the “Registration Rights Agreement”), between the Company and the initial
purchasers listed therein. Pursuant to the Registration Rights Agreement, the Company has agreed
to file a registration statement with the Securities and Exchange Commission for an offer to
exchange the Notes for a new issuance of substantially identical notes issued under the Securities
Act on or before 180 days after August 12, 2011, and to use its commercially reasonable efforts to
cause the registration statement to be declared effective on or before 270 days after August 12,
2011. The Company may be required to provide a shelf registration statement to cover resales of
the Notes under certain circumstances. If the Company fails to satisfy its obligations under the
Registration Rights Agreement, it may be required to pay additional interest on the Notes.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by
reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report is incorporated by reference into
this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |||
| 4.1 | Indenture, dated as of August 12, 2011, between
Transcontinental Gas Pipe Line Company, LLC and The Bank of
New York Mellon Trust Company, N.A., as trustee. |
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| 10.1 | Registration Rights Agreement, dated August 12, 2011, between
Transcontinental Gas Pipe Line Company, LLC and the initial
purchasers listed therein. |
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1
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 |
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| By: | /s/ Lorna R. Simms | |||
| Lorna R. Simms | ||||
| Assistant Secretary | ||||
DATED: August 12, 2011
EXHIBIT INDEX
| Exhibit No. | Description | |||
| 4.1 | Indenture, dated as of August 12, 2011, between
Transcontinental Gas Pipe Line Company, LLC and The Bank of
New York Mellon Trust Company, N.A., as trustee. |
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| 10.1 | Registration Rights Agreement, dated August 12, 2011, between
Transcontinental Gas Pipe Line Company, LLC and the initial
purchasers listed therein. |
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