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
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| Date of report (Date of earliest event reported) | June 26, 2020 |
ONEOK, Inc.
(Exact name of registrant as specified in its charter)
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| Oklahoma | | 001-13643 | | 73-1520922 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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:
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value of $0.01 | OKE | New York Stock Exchange |
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.☐
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| Item 1.01 | | Entry into a Material Definitive Agreement |
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| | | On June 26, 2020, we entered into a second amendment (the “Amendment”) to our $2.5 billion revolving credit agreement, dated as of April 18, 2017, as previously amended and extended (the “$2.5 Billion Credit Agreement”), with Citibank, N.A., as administrative agent, a swingline lender, a letter of credit issuer and a lender, and the other lenders, swingline lenders and letter of credit issuers parties thereto.
The $2.5 Billion Credit Agreement requires us to maintain a leverage ratio as of the end of each fiscal quarter of no more than 5.0 to 1 (increasing, at our election, to 5.5 to 1 during any fiscal quarter in which we consummate certain qualified acquisitions and up to the following two fiscal quarters). The leverage ratio is equal to (i) our consolidated indebtedness as of the end of each fiscal quarter to (ii) adjusted EBITDA (EBITDA, as defined in the $2.5 Billion Credit Agreement, adjusted for all noncash charges and increased for projected EBITDA from certain lender-approved capital expansion projects) for the four-quarter period ending on such date. The Amendment amends the $2.5 Billion Credit Agreement by, among other things, modifying the leverage ratio so that we may net up to $700 million in unrestricted cash and cash equivalents on a consolidated basis against our consolidated indebtedness for purposes of calculating the ratio’s numerator for the fiscal quarters ending on June 30, 2020, September 30, 2020, and December 31, 2020.
The foregoing description of the Amendment is not complete and is in all respects subject to the actual provisions of the Amendment, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein. |
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| Item 9.01 | | Financial Statements and Exhibits |
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| | (d) | Exhibits |
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Exhibit Number | | Description |
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| 10.1 | | Second Amendment to Credit Agreement, dated as of June 26, 2020, among ONEOK, Inc., Citibank, N.A., as administrative agent, a swingline lender, a letter of credit issuer and a lender, and the other lenders, swingline lenders and letter of credit issuers parties thereto. |
| 104 | | Cover page interactive data file (embedded within the Inline XBRL document and contained in Exhibit 101). |
SIGNATURE
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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| | | | ONEOK, Inc. |
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| Date: | June 29, 2020 | By: | /s/ Walter S. Hulse III |
| | | | Walter S. Hulse III Chief Financial Officer, Treasurer and Executive Vice President, Strategic Planning and Corporate Affairs |
