Page 9 of 11 – SEC Filing This Amendment No. 8 supplements the information set forth in the Schedule 13D filed by Corvex Management LP, Keith Meister, Soroban Master Fund LP, Soroban Capital Partners LLC, and Eric W. Mandelblatt with the United States Securities and Exchange Commission (the “SEC”) on December 16, 2013, as amended from time to time (as amended, the “Schedule 13D”) relating to the shares of Common Stock, par value $1.00 per share (the “Shares”) of The Williams Companies, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows. Item 4. Purpose of Transaction.
On August 3, 2016, Corvex distributed 10,796,321 Shares to one investor in a co-investment Corvex Fund that holds only Shares of the Issuer. Neither the Corvex Funds nor the SMF Fund have sold any Shares of the Issuer, and the Corvex Persons, with respect to the Corvex Funds, and the Soroban Persons, with respect to the SMF Fund, have no present intention to sell Shares, and expect that these Funds will continue to have a significant investment in the Issuer Shares after the date of this filing. The Corvex Persons, on the one hand, and the Soroban Persons, on the other hand, have in light of the resignation of Mr. Meister and Mr. Mandelblatt from the Board of Directors (the “Board”) of the Issuer (among other things), determined that they are no longer acting as a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. The Corvex Persons and the Soroban Persons believe that, if the business plans of the Issuer as disclosed in its recent earnings release and conference call are properly executed, the Shares of the Issuer are currently undervalued. Although the Corvex Persons are of the view that the business plans of the Issuer, as disclosed in its recent earnings release and conference call, can succeed if properly executed, the Corvex Persons believe the Issuer requires a strong Board that has the deep industry and public company knowledge, and the requisite skills and experience, to both assist management and to hold it accountable for execution of the business plan. In the view of the Corvex Persons, directors of the Issuer should have substantial experience as senior executive officers (Chief Executive, Chief Operating or Chief Financial Officers) of large, publicly traded companies or substantial experience serving on the boards of such companies. The Corvex Persons do not believe that the Board, as currently constituted, has those characteristics. In order to achieve that goal, the Corvex Persons have discussed with the Issuer the need to create a Board composed of a majority of world class board members consistent with that of comparable $50 billion enterprise value, fully-distributed publicly traded companies. The Corvex Persons urge the Board to publicly commit to a plan to add to, or replace, existing directors within a one-year period, such that a majority of the Board will consist of newly added directors who are independent of the Issuer, with no meaningful business or personal relationship with current management, and with the above described background and experience to provide guidance and oversight, and to demand accountability, of management. Such a plan would prevent the current entrenched directors from creating a de facto majority of directors, by adding to the Board a small number of new directors who could always be outvoted. The Corvex Persons expect to communicate their views on the Issuer’s actions in this regard either privately to the Board or publicly to shareholders. In addition to the information set forth above, the Corvex Persons, on the one hand, and the Soroban Persons, on the other hand, each intend to separately review their respective investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their respective investments in the Issuer as they deem appropriate, including, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Shares (collectively, “Securities”) of the Issuer in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer.
(a) – (b) The Corvex Persons may be deemed to be the beneficial owner of 30,886,639 Shares, which collectively represent approximately 4.1% of the Issuer’s outstanding Shares. Corvex may be deemed to have sole power to vote and sole power to dispose of 30,886,639 Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. The Soroban Persons may be deemed to be the beneficial owner of 21,000,000 Shares, which represent approximately 2.8% of the Issuer’s outstanding Shares. Each of the Soroban Persons may be deemed to have shared power to vote and dispose of such Shares. The percentages calculated in the paragraphs above are calculated based on a total of 750,657,574 Shares outstanding as of July 28, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on August 2, 2016. The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D except to the extent expressly noted herein. (c) The information regarding the distribution in Item 4 is incorporated herein by reference. Except as disclosed herein, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons. Follow Williams Companies Inc. (NYSE:WMB)
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This Amendment No. 8 supplements the information set forth in the Schedule 13D filed by Corvex Management LP, Keith Meister, Soroban Master Fund LP, Soroban Capital Partners LLC, and Eric W. Mandelblatt with the United States Securities and Exchange Commission (the “SEC”) on December 16, 2013, as amended from time to time (as amended, the “Schedule 13D”) relating to the shares of Common Stock, par value $1.00 per share (the “Shares”) of The Williams Companies, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.
| Item 4. | Purpose of Transaction. |
On August 3, 2016, Corvex distributed 10,796,321 Shares to one investor in a co-investment Corvex Fund that holds only Shares of the Issuer.
Neither the Corvex Funds nor the SMF Fund have sold any Shares of the Issuer, and the Corvex Persons, with respect to the Corvex Funds, and the Soroban Persons, with respect to the SMF Fund, have no present intention to sell Shares, and expect that these Funds will continue to have a significant investment in the Issuer Shares after the date of this filing.
The Corvex Persons, on the one hand, and the Soroban Persons, on the other hand, have in light of the resignation of Mr. Meister and Mr. Mandelblatt from the Board of Directors (the “Board”) of the Issuer (among other things), determined that they are no longer acting as a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.
The Corvex Persons and the Soroban Persons believe that, if the business plans of the Issuer as disclosed in its recent earnings release and conference call are properly executed, the Shares of the Issuer are currently undervalued.
Although the Corvex Persons are of the view that the business plans of the Issuer, as disclosed in its recent earnings release and conference call, can succeed if properly executed, the Corvex Persons believe the Issuer requires a strong Board that has the deep industry and public company knowledge, and the requisite skills and experience, to both assist management and to hold it accountable for execution of the business plan. In the view of the Corvex Persons, directors of the Issuer should have substantial experience as senior executive officers (Chief Executive, Chief Operating or Chief Financial Officers) of large, publicly traded companies or substantial experience serving on the boards of such companies. The Corvex Persons do not believe that the Board, as currently constituted, has those characteristics.
In order to achieve that goal, the Corvex Persons have discussed with the Issuer the need to create a Board composed of a majority of world class board members consistent with that of comparable $50 billion enterprise value, fully-distributed publicly traded companies. The Corvex Persons urge the Board to publicly commit to a plan to add to, or replace, existing directors within a one-year period, such that a majority of the Board will consist of newly added directors who are independent of the Issuer, with no meaningful business or personal relationship with current management, and with the above described background and experience to provide guidance and oversight, and to demand accountability, of management. Such a plan would prevent the current entrenched directors from creating a de facto majority of directors, by adding to the Board a small number of new directors who could always be outvoted. The Corvex Persons expect to communicate their views on the Issuer’s actions in this regard either privately to the Board or publicly to shareholders.
In addition to the information set forth above, the Corvex Persons, on the one hand, and the Soroban Persons, on the other hand, each intend to separately review their respective investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their respective investments in the Issuer as they deem appropriate, including, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Shares (collectively, “Securities”) of the Issuer in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b) The Corvex Persons may be deemed to be the beneficial owner of 30,886,639 Shares, which collectively represent approximately 4.1% of the Issuer’s outstanding Shares. Corvex may be deemed to have sole power to vote and sole power to dispose of 30,886,639 Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares.
The Soroban Persons may be deemed to be the beneficial owner of 21,000,000 Shares, which represent approximately 2.8% of the Issuer’s outstanding Shares. Each of the Soroban Persons may be deemed to have shared power to vote and dispose of such Shares.
The percentages calculated in the paragraphs above are calculated based on a total of 750,657,574 Shares outstanding as of July 28, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on August 2, 2016.
The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D except to the extent expressly noted herein.
(c) The information regarding the distribution in Item 4 is incorporated herein by reference. Except as disclosed herein, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.
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