Williams Recommends Rejection of TRC Capital’s “Mini-Tender” Offer

Williams (NYSE: WMB) announced today that it was notified yesterday of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation to purchase up to 5,000,000 shares, or approximately 0.41% of outstanding shares, of Williams’ common stock at a price of $18.25 per share, which was 6.7% below the $19.60 per share closing price of Williams’ common stock March 2, 2020 (the day prior to this release). This offer represents a 4.2% discount to the closing price of Williams’ common stock on the last trading day before the date of the tender offer and is approximately 17% below the three-month weighted average of the closing price of Williams’ common stock as of March 2, 2020 ($22). TRC Capital’s offer of $18.25 per share is equal to the 52 week low of Williams’ common stock price (as of March 2, 2020).

Williams does not endorse TRC Capital’s offer and recommends that Williams’ stockholders reject the offer and not tender their shares. This mini-tender offer is at a discount below the market price for Williams’ shares (as shown above) and is subject to numerous conditions, including TRC Capital’s ability to obtain financing. Williams is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation. Williams believes that TRC Capital’s offer is an opportunistic attempt by TRC Capital to purchase shares at a discount to the market price at a time when markets face disruption and volatility due to, among other things, the coronavirus.

Like TRC Capital's other offers, this one puts individual investors at risk because they may not realize they are selling their shares at a discount. Williams urges investors to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser and exercise caution with respect to TRC Capital's mini-tender offer.

Williams’ stockholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer, which is currently scheduled at 12:01 a.m. New York City time March 31, 2020.

Williams encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.

Williams requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's offer.

About Williams

Williams (NYSE: WMB) is committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation and storage of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 30,000 miles of pipelines system wide – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately 30 percent of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use. www.williams.com

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the company’s annual and quarterly reports filed with the Securities and Exchange Commission.

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