Exhibit 99.1
LETTER OF TRANSMITTAL
THE WILLIAMS
COMPANIES, INC.
Exchange Offer for All Outstanding
8.75% Senior Notes due 2020
(CUSIP Nos. 969457 BR0, U96906 AF6, and 969457 BT6)
for new 8.75% Senior Notes due 2020
that have been registered under the Securities Act of 1933
Pursuant to the Prospectus
dated ,
2009
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME,
ON ,
2009, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME, THE “ EXPIRATION TIME
”). TENDERS MAY BE WITHDRAWN AT ANY TIME AT OR BEFORE THE
EXPIRATION TIME.
The exchange agent
is:
The Bank of New York Mellon Trust Company,
N.A.
By Mail, by Courier, or by
Hand:
Bank of New York Mellon
Corporation
Corporate
Trust Operations
Reorganization Unit
101 Barclay Street — 7
East
New York, New York 10286
Attention: Mr. Randolph
Holder
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By Facsimile
Transmission:
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Confirm Facsimile
Transmission
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(212)
298-1915
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(212)
815-5098
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TO TENDER OUTSTANDING NOTES, THIS
LETTER OF TRANSMITTAL (OR AN AGENT’S MESSAGE) MUST BE
DELIVERED TO THE EXCHANGE AGENT AT ITS ADDRESS SET FORTH ABOVE,
WITH ALL REQUIRED DOCUMENTATION, AT OR BEFORE THE EXPIRATION TIME.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN
THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE
EXCHANGE AGENT.
The instructions
set forth in this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed.
By execution of this
Letter of Transmittal, the undersigned acknowledges that he, she,
or it has received the prospectus,
dated ,
2009 (the “Prospectus ”), of The Williams
Companies, Inc., a Delaware corporation (the
“Company ”), and this Letter of
Transmittal, which together constitute the offer of the Company
(the “Exchange Offer” ) to exchange up to
$600,000,000 in aggregate principal amount of new 8.75% Senior
Notes due 2020 (the “Exchange Notes” )
that have been registered under the Securities Act of 1933, as
amended (the “Securities Act” ), for a
like principal amount of outstanding 8.75% Senior Notes due 2020
(the “Outstanding Notes” ), subject to
the terms and conditions set forth therein. Recipients of the
Prospectus should carefully read the Prospectus, including the
requirements described in the Prospectus with respect to
eligibility to participate in the Exchange Offer. Capitalized terms
used but not defined herein have the meaning given to them in the
Prospectus.
PLEASE READ THIS ENTIRE LETTER OF
TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW.
This Letter of
Transmittal is to be used to tender Outstanding Notes:
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if
certificates representing tendered Outstanding Notes are to be
forwarded herewith; or
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if
a tender is made by book-entry transfer to the Exchange
Agent’s account at The Depository Trust Company (
“DTC” ) through DTC’s Automated
Tender Offer Program ( “ATOP” ) pursuant
to the procedures set forth in “The Exchange
Offer — How to Tender Outstanding Notes for
Exchange” in the Prospectus, unless an Agent’s Message
(as defined below) is transmitted in lieu thereof.
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The term
“Agent’s Message” means a message,
electronically transmitted by DTC to the Exchange Agent, forming
part of a book-entry transfer, which states that DTC has received
an express acknowledgement from the tendering holder of the
Outstanding Notes that such holder has received and agrees to be
bound by, and makes each of the representations and warranties
contained in, this Letter of Transmittal, and, further, that such
holder agrees that the Company may enforce this Letter of
Transmittal against such holder.
Only registered holders
are entitled to tender their Outstanding Notes for exchange in the
Exchange Offer. In order for any holder of Outstanding Notes to
tender in the Exchange Offer all or any portion of such
holder’s Outstanding Notes, the Exchange Agent must receive,
at or before the Expiration Time, this Letter of Transmittal or an
Agent’s Message, the certificates for all physically tendered
Outstanding Notes or a confirmation of the book-entry transfer of
the Outstanding Notes being tendered into the Exchange
Agent’s account at DTC, and all documents required by this
Letter of Transmittal, or a notice of guaranteed
delivery.
Any participant in
DTC’s system whose name appears on a security position
listing as the registered owner of Outstanding Notes and who wishes
to make book-entry delivery of Outstanding Notes to the Exchange
Agent’s account at DTC can execute the tender through ATOP,
for which the Exchange Offer will be eligible, by following the
applicable procedures thereof. Upon such tender of Outstanding
Notes:
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DTC
will verify the acceptance of the tender and execute a book-entry
delivery of the tendered Outstanding Notes to the Exchange
Agent’s account at DTC;
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DTC
will send to the Exchange Agent for its acceptance an Agent’s
Message forming part of such book-entry transfer; and
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transmission of the Agent’s
Message by DTC will satisfy the terms of the Exchange Offer as to
execution and delivery of a Letter of Transmittal by the
participant identified in the Agent’s Message.
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Delivery of documents to DTC does
not constitute delivery to the Exchange Agent.
In order to properly
complete this Letter of Transmittal, a holder of Outstanding Notes
must:
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complete the box entitled,
“Description of Outstanding
Notes Tendered”;
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if
appropriate, check and complete the boxes relating to book-entry
transfer, guaranteed delivery, broker dealers, special issuance
instructions, and special delivery instructions;
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complete the box entitled
“Sign Here to Tender Your Outstanding Notes in the Exchange
Offer”; and
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complete the Substitute
Form W-9 accompanying this Letter of Transmittal or the
applicable IRS Form W-8, which may be obtained from the
Exchange Agent.
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If a holder of
Outstanding Notes desires to tender his, her, or its Outstanding
Notes for exchange and, at or before the Expiration Time,
(1) such holder’s Outstanding Notes are not immediately
available, (2) such holder cannot deliver to the Exchange
Agent his, her, or its Outstanding Notes, this Letter of
Transmittal, and all other documents required hereby, or
(3) such holder cannot complete the procedures for book-entry
transfer, then such holder must tender the Outstanding Notes
pursuant to the guaranteed delivery procedures set forth in the
section of the Prospectus entitled “The Exchange
Offer — Guaranteed Delivery Procedures.” See
Instruction 2.
The Exchange Offer may
be extended, terminated, or amended as provided in the Prospectus.
During any such extension of the Exchange Offer, all Outstanding
Notes previously tendered and not withdrawn pursuant to the
Exchange Offer will remain subject to the Exchange Offer. The
Exchange Offer is scheduled to expire at 5:00 p.m., New York
City time,
on ,
2009, unless extended by the Company.
Persons who are
beneficial owners of Outstanding Notes but are not registered
holders and who desire to tender Outstanding Notes should contact
the registered holder of such Outstanding Notes and instruct such
registered holder to tender on such beneficial owner’s
behalf.
SIGNATURES MUST BE PROVIDED
BELOW.
PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
3
The undersigned
hereby tenders for exchange the Outstanding Notes described in the
box entitled “Description of Outstanding
Notes Tendered” below pursuant to the terms and
conditions described in the Prospectus and this Letter of
Transmittal.
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DESCRIPTION OF
OUTSTANDING NOTES TENDERED
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(1)
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(2)
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(3)
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Name and Address of
Each Registered Holder
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Outstanding
Notes’
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Principal Amount
Tendered for
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(Please fill in, if
blank)
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Certificate
Numbers(A)
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Exchange(B)
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$
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(A) Need not be completed if
Outstanding Notes are being delivered by book-entry
transfer.
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(B) The minimum permitted
tender is $2,000 in principal amount of Outstanding Notes and
integral multiples of $1,000 in excess of $2,000. If this column is
left blank, it will be assumed that the holder is tendering all of
such holder’s Outstanding Notes.
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CHECK HERE IF
TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
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CHECK HERE IF TENDERED OUTSTANDING
NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE
ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE
FOLLOWING:
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Name of Tendering Institution:
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By crediting
Outstanding Notes to the Exchange Agent’s account at DTC in
accordance with ATOP and by complying with applicable ATOP
procedures with respect to the Exchange Offer, including
transmitting an Agent’s Message to the Exchange Agent in
which the holder of the Outstanding Notes acknowledges and agrees
to be bound by the terms of this Letter of Transmittal, the
participant in ATOP confirms on behalf of itself and the beneficial
owners of such Outstanding Notes all provisions of this Letter of
Transmittal applicable to it and such beneficial owners as if it
had completed the information required herein and executed and
delivered this Letter of Transmittal to the Exchange
Agent.
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CHECK HERE IF TENDERED OUTSTANDING
NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
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Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
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CHECK HERE IF YOU ARE A
BROKER-DEALER AND COMPLETE THE FOLLOWING:
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CHECK HERE IF YOU ARE A
BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
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Ladies and Gentlemen:
Upon the terms and
subject to the conditions of the Exchange Offer, the undersigned
tenders to the Company for exchange the Outstanding Notes indicated
above. Subject to, and effective upon, acceptance for exchange of
the Outstanding Notes tendered herewith, the undersigned sells,
assigns and transfers to the Company all right, title, and interest
in and to all such Outstanding Notes tendered for exchange hereby.
The undersigned irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the
undersigned (with full knowledge that the Exchange Agent also acts
as agent of the Company) with respect to such Outstanding Notes,
with full power of substitution and resubstitution (such power of
attorney being deemed to be an irrevocable power coupled with an
interest) to:
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deliver certificates representing
such Outstanding Notes, or transfer ownership of such Outstanding
Notes on the account books maintained by DTC, together, in each
such case, with all accompanying evidences of transfer and
authenticity to the Company;
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present and deliver such Outstanding
Notes for transfer on the books of the Company; and
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receive all benefits or otherwise
exercise all rights and incidents of beneficial ownership of such
Outstanding Notes, all in accordance with the terms of the Exchange
Offer.
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The undersigned
represents and warrants that it has full power and authority to
tender, exchange, assign and transfer the Outstanding Notes and to
acquire the Exchange Notes issuable upon the exchange of such
tendered Outstanding Notes, and that, when the Outstanding Notes
are accepted for exchange, the Company will acquire good and
unencumbered title to the tendered Outstanding Notes, free and
clear of all liens, restrictions, charges, and encumbrances and not
subject to any adverse claim. The undersigned also warrants that it
will, upon request, execute and deliver any additional documents
deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment, and transfer of
tendered Outstanding Notes or transfer ownership of such
Outstanding Notes on the account books maintained by
DTC.
The undersigned further
agrees that acceptance of any and all validly tendered Outstanding
Notes by the Company and the issuance of Exchange Notes in exchange
therefor constitutes performance in full by the Company of certain
of its obligations under the registration rights agreement that was
filed as an exhibit to the registration statement of which the
Prospectus is a part.
The undersigned also
acknowledges that the Exchange Offer is being made by the Company
in reliance on interpretations by the staff of the Securities and
Exchange Commission (the “SEC” ), as set
forth in no-action letters issued to third parties. The Company
believes that Exchange Notes may be offered for resale, resold, and
otherwise transferred by holders thereof (other than any such
holder that is an “affiliate” of the Company within the
meaning of Rule 405 under the Securities Act or that tenders
Outstanding Notes for the purpose of participating in a
distribution of the Exchange Notes), without compliance with the
registration and prospectus delivery provisions of the Securities
Act, provided that such Exchange Notes are acquired in the ordinary
course of such holders’ business, and such holders have no
arrangement or understanding with any person to participate in the
distribution of the Exchange Notes. However, the Company does not
intend to request that the SEC consider, and the SEC has not
considered, the Exchange Offer in the context of a no-action letter
and therefore the Company cannot guarantee that the staff of the
SEC would make a similar determination with respect to the Exchange
Offer. The undersigned acknowledges that if the interpretation of
the Company of the above mentioned no-action letters is incorrect
such holder may be held liable for any offers, resales or transfers
by the undersigned of the Exchange Notes that are in violation of
the Securities Act. The undersigned further acknowledges that
neither the Company nor the Exchange Agent will indemnify any
holder for any such liability under the Securities Act.
The undersigned
represents and warrants that:
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such holder is not an
“affiliate” of the Company within the meaning of
Rule 405 under the Securities Act;
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the
Exchange Notes acquired in the Exchange Offer will be obtained in
the ordinary course of such holder’s business;
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neither such holder nor, to the
actual knowledge of such holder, any other person receiving
Exchange Notes from such holder, has any arrangement or
understanding with any person to participate in the distribution of
such Exchange Notes;
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if
the holder is not a broker-dealer, such holder is not engaged in,
and does not intend to engage in, a distribution of the Exchange
Notes; and
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if
such holder is a broker-dealer, the Outstanding Notes being
tendered for exchange were acquired for its own account as a result
of market-making activities or other trading activities (and not
directly from the Company), and it will deliver a prospectus
meeting the requirements of the Securities Act in connection with
any resale of the Exchange Notes received in respect of such
Outstanding Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus in connection with the
resale of the Exchange Notes, the undersigned will not be deemed to
admit that the undersigned is an “underwriter” within
the meaning of the Securities Act, and such holder will comply with
the applicable provisions of the Securities Act with respect to
resale of any Exchange Notes.
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Any holder of
Outstanding Notes who is an affiliate of the Company who tenders
Outstanding Notes in the Exchange Offer for the purpose of
participating in a distribution of the Exchange Notes:
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may
not rely on the position of the staff of the SEC enunciated in its
series of interpretive no-action letters with respect to exchange
offers; and
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must comply with the registration
and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction.
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All authority conferred
or agreed to be conferred pursuant to this Letter of Transmittal
and every obligation of the undersigned hereunder is binding upon
the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy, and personal and legal representatives of the
undersigned and will not be affected by, and will survive, the
death or incapacity of the undersigned.
Outstanding Notes
properly tendered may be withdrawn
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