Filed Pursuant to Rule 433
RegistrationNo. 333-219186
March 5, 2020
ONEOK, INC.
PRICING TERM SHEET
$1,650,000,000
2.200% Notes due 2025
3.100% Notes due 2030
4.500% Notes due 2050
Issuer: | ONEOK, Inc. | |||||
Guarantors: | ONEOK Partners, L.P. and ONEOK Partners Intermediate Limited Partnership | |||||
Security Type: | Senior Unsecured Notes | |||||
Expected Ratings:1 | Baa3 (Moody’s) and BBB (S&P) | |||||
Pricing Date: | March 5, 2020 | |||||
Settlement Date: | March 10, 2020 (T+3) | |||||
| 2.200% Notes due 2025 | 3.100% Notes due 2030 | 4.500% Notes due 2050 | ||||
Maturity Date: | September 15, 2025 | March 15, 2030 | March 15, 2050 | |||
Principal Amount: | $400,000,000 | $850,000,000 | $400,000,000 | |||
Benchmark Treasury: | 1.125% due February 28, 2025 | 1.500% due February 15, 2030 | 2.375% due November 15, 2049 | |||
Benchmark Treasury Price / Yield: | 102-08 / 0.665% | 105-18+ / 0.912% | 119-11 / 1.559% | |||
Re-offer Spread to Benchmark Treasury: | + 155 bps | + 220 bps | + 295 bps | |||
Yield to Maturity: | 2.215% | 3.112% | 4.509% | |||
Coupon: | 2.200% | 3.100% | 4.500% | |||
Public Offering Price: | 99.922% of the principal amount | 99.897% of the principal amount | 99.852% of the principal amount | |||
Redemption Provisions: | ||||||
Make- Whole Call: | T + 25 bps (prior to August 15, 2025) | T + 35 bps (prior to December 15, 2029) | T + 45 bps (prior to September 15, 2049) | |||
| 1 | A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. |
Par Call: | On or after August 15, 2025 (one month prior to maturity) | On or after December 15, 2029 (three months prior to maturity) | On or after September 15, 2049 (six months prior to maturity) | |||
Interest Payment Dates: | March 15 and September 15, beginning September 15, 2020 | March 15 and September 15, beginning September 15, 2020 | March 15 and September 15, beginning September 15, 2020 | |||
CUSIP / ISIN: | 682680 BA0 / US682680BA09 | 682680 BB8 / US682680BB81 | 682680 BC6 / US682680BC64 | |||
Joint Book-Running Managers: | Barclays Capital Inc. Deutsche Bank Securities Inc. Mizuho Securities USA LLC TD Securities (USA) LLC BofA Securities, Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC MUFG Securities Americas Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC | |||||
Co-Managers: | Regions Securities LLC SunTrust Robinson Humphrey, Inc. Siebert Williams Shank & Co., LLC U.S. Bancorp Investments, Inc. Tuohy Brothers Investment Research Inc. | |||||
The issuer has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement for this offering, the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Barclays Capital Inc. at1-888-603-5847; Deutsche Bank Securities Inc. at1-800-503-4611; Mizuho Securities USA LLC at1-866-271-7403; or TD Securities (USA) LLC at1-855-495-9846.
We expect delivery of the notes will be made against payment therefor on or about the settlement date specified in this pricing term sheet, which will be the third business day following the date of pricing (such settlement being referred to as “T+3”). Pursuant to Rule15c6-1 under the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the day of pricing will be required, by virtue of the fact that the notes will initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.
No PRIIPs KID. Not for retail investors in the EEA or the UK. No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK.
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