ONEOK (OKE) 8-KONEOK Announces $7.0 Billion Notes Offering

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 

Date of Report (date of earliest event reported): September 10, 2024

ONEOK, Inc.
(Exact name of registrant as specified in its charter)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip Code)

(918) 588-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On September 10, 2024, ONEOK, Inc. (“ONEOK”), ONEOK Partners, L.P. (“ONEOK Partners”), ONEOK Partners Intermediate Limited Partnership (“ONEOK Partners Intermediate”) and Magellan Midstream Partners, L.P. (“Magellan” and, together with ONEOK Partners and ONEOK Partners Intermediate, the “Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), with respect to the issuance and sale (the “Offering”) by ONEOK of $1.25 billion aggregate principal amount of its 4.250% notes due 2027 (the “2027 Notes”), $600 million aggregate principal amount of its 4.400% notes due 2029 (the “2029 Notes”), $1.25 billion aggregate principal amount of its 4.750% notes due 2031 (the “2031 Notes”), $1.60 billion aggregate principal amount of its 5.050% notes due 2034 (the “2034 Notes”), $1.50 billion aggregate principal amount of its 5.700% notes due 2054 (the “2054 Notes”), and $800 million aggregate principal amount of its 5.850% notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes, the “Notes”) and such Notes guaranteed by the Guarantors.

The Offering is expected to close on September 24, 2024, subject to customary closing conditions. As described in the prospectus supplement, dated September 10, 2024, ONEOK intends to use the net proceeds from the Offering to fund the purchase prices for its previously announced transactions with affiliates of Global Infrastructure Partners (“GIP”) to acquire GIP’s entire interests in EnLink Midstream, LLC and Medallion Midstream, LLC and to pay related fees and expenses. ONEOK intends to use any remaining net proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness, including the repurchase or redemption of existing notes.

The Underwriting Agreement contains customary representations, warranties and agreements by ONEOK and the Guarantors, and customary conditions to closing, indemnification obligations of each of ONEOK and the Guarantors, on the one hand, and the Underwriters, on the other hand, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), obligations of the parties and termination provisions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Affiliations

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have provided in the past and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for ONEOK or its subsidiaries for which they will receive customary fees. Affiliates of certain of the Underwriters are also agents and/or lenders under ONEOK’s credit facilities and dealers under ONEOK’s commercial paper program.

U.S. Bank Trust Company, National Association, as trustee of the Notes (the “Trustee”), and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial and investment banking services for ONEOK or the Guarantors for which they received or will receive customary fees and expenses. The Trustee is a lender under ONEOK’s credit facility.

Item 7.01 Regulation FD Disclosure.

ONEOK issued a news release on September 10, 2024, announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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