Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
ONEOK, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | | Security
Type | | Security
Class
Title | | Fee
Calculation
or Carry
Forward
Rule | | Amount Registered | | | Proposed
Maximum
Offering
Price Per
Unit | | Maximum
Aggregate
Offering
Price | | | Fee
Rate | | | Amount of
Registration
Fee | | | Carry
Forward
Form
Type | | | Carry
Forward
File
Number | | | Carry
Forward
Initial
Effective
Date | | | Filing Fee
Previously
Paid In
Connection
with Unsold
Securities
to be
Carried
Forward | |
| Newly Registered Securities |
| Fees to be Paid | | Equity | | Common Stock, par value $0.01 per share | | Rule 457(c), Rule 457(f)(1), Rule 457(f)(3) | | | 136,615,445 | (1)(2) | | N/A | | $ | 7,015,110,961.50 | (3) | | | 0.00011020 | | | $ | 773,065.23 | | | | | | | | | | | | | | | | | |
| Fees Previously Paid | | N/A | | N/A | | N/A | | | N/A | | | N/A | | | N/A | | | | | | | | N/A | | | | | | | | | | | | | | | | | |
| Carry Forward Securities |
| Carry Forward Securities | | N/A | | N/A | | N/A | | | N/A | | | | | | N/A | | | | | | | | | | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
| | | Total Offering Amounts | | | | $ | 7,015,110,961.50 | | | | | | | $ | 773,065.23 | | | | | | | | | | | | | | | | | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | |
| | | Total Fee Offsets | | | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | |
| | | Net Fee Due | | | | | | | | | | | | $ | 773,065.23 | | | | | | | | | | | | | | | | | |
| (1) | Represents the estimated maximum number of shares of Common Stock, par value $0.01 per share (the “Shares”), of the registrant, ONEOK, Inc. (the “Company”) to be issued upon the completion of the Company’s merger with Magellan Midstream Partners, L.P. (“Magellan”) pursuant to the merger described in the Company’s joint proxy statement/prospectus (the “merger”). This number is based on Shares to be issued to unitholders of Magellan in connection with the merger in exchange for up to 204,820,758 common units of Magellan including (i) up to 202,195,600 common units of Magellan, and (ii) up to 2,625,158 common units of Magellan issuable pursuant to Magellan equity awards, multiplied by 0.667, the exchange ratio under the Merger Agreement described in the Company’s joint proxy statement/prospectus. |
| (2) | Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (3) | Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) of the Securities Act. The proposed maximum aggregate offering price of the Company Shares was calculated as follows: (i) the product of $59.25, the average of the high and low prices of Magellan’s common units, as reported on the New York Stock Exchange on June 12, 2023, and 204,820,758, the maximum number of Magellan common units and common units of Magellan issuable pursuant to Magellan equity awards that may be converted into the securities being registered less (ii) cash consideration of $25.00 payable by the Company with respect to each common unit of Magellan, as permitted by 457(f)(3). |
