Williams prices tender offers; Holders tender $1.99 billion so far

By Angela McDaniels

Tacoma, Wash., Nov. 21 - Williams Cos., Inc. determined the purchase prices it will pay in the tender offers for eight series of its notes, according to a company news release.

The tender offers began Nov. 7 and will expire at midnight ET on Dec. 6.

The notes eligible for the offer, their acceptance priority levels, the pricing information and the results of the offer through the early tender time are noted in the tables below.

As of the early tender time, which was 5 p.m. ET on Nov. 21, holders had tendered $1,986,432,000, or 89.3%, of the $2,224,705,000 of outstanding notes.

The total purchase price for the notes is capped at $1 billion. If the total purchase price that would be payable for all notes tendered of any series or group of series with the same acceptance priority level exceeds the remaining amount available under the tender cap, those notes will be accepted for purchase on a pro rata basis. In that event, notes with an acceptance priority level following the prorated series or group of series will not be accepted for purchase.

For each series of notes, the total consideration per $1,000 principal amount of notes was determined based on the present value of future payments on that series of notes discounted to the settlement date at a discount rate equal to the sum of the yield to maturity for the applicable reference security, calculated by the dealer managers based on the bid-side price at 2 p.m. ET on Nov. 21, plus the applicable fixed spread and minus accrued interest up to but excluding the settlement date.

The total consideration includes an early tender payment of $30 per $1,000 principal amount of notes tendered by the early tender time and accepted for purchase.

The company will also pay accrued interest up to but excluding the settlement date, which is expected to be Dec. 7.

The consummation of the tender offers is subject to a financing condition, among other conditions.

The 7.7% debentures due 2027 were originally issued by Mapco Inc., which was acquired by Williams in March 1998.

The lead dealer managers are Barclays Capital Inc. (800 438-3242 or 212 528-7581) and Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106). The information agent is Global Bondholder Services Corp. (866 736-2200 or 212 430-3774).

Williams is a natural gas company based in Tulsa, Okla.

Williams early tender offer results

Notes	Priority level	Amount outstanding	Amount tendered so far
7.875% notes due 2021	1	$571,321,000	$524,627,000
7.5% debentures due 2031	1	$526,573,000	$489,961,000
7.75% notes due 2031	1	$369.02 million	$306,233,000
8.75% notes due 2032	1	$686,218,000	$628,214,000
8.125% notes due 2012	2	$24,313,000	$4,254,000
7.625% notes due 2019	3	$31,655,000	$13,598,000
8.75% senior notes due 2020	4	$13,565,000	$1,525,000
7.7% debentures due 2027	5	$2.04 million	$20,000
Total	$2,224,705,000	$1,986,432,000
Williams tender offer pricing
Notes	Fixed spread	Reference Treasury	Total consideration
7.875% notes due 2021	215 bps	2.125% due Aug. 15, 2021	$1,302.34
7.5% debentures due 2031	220 bps	3.75% due Aug. 15, 2041	$1,289.85
7.75% notes due 2031	230 bps	3.75% due Aug. 15, 2041	$1,309.47
8.75% notes due 2032	240 bps	3.75% due Aug. 15, 2041	$1,424.42
8.125% notes due 2012	37.5 bps	1.375% due March 15, 2012	$1,020.94
7.625% notes due 2019	185 bps	2.125% due Aug. 15, 2021	$1,252.12
8.75% senior notes due 2020	200 bps	2.125% due Aug. 15, 2021	$1,331.83
7.7% debentures due 2027	195 bps	3.75% due Aug. 15, 2041	$1,303.57

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