| Item 1.01 | Entry into a Material Definitive Agreement |
Underwriting Agreement
On November 15, 2022, ONEOK, Inc. (“ONEOK”), ONEOK Partners, L.P. (“ONEOK Partners”) and ONEOK Partners Intermediate Limited Partnership (“ONEOK Partners Intermediate” and, together with ONEOK Partners, the “Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Mizuho Securities USA LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), with respect to the issuance and sale by ONEOK of $750 million aggregate principal amount of its 6.100% notes due 2032 (the “Notes”), guaranteed by the Guarantors.
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.
Supplemental Indenture and Notes
On November 18, 2022, ONEOK completed the underwritten public offering (the “Offering”) of the Notes. ONEOK registered the sale of the Notes with the Securities and Exchange Commission pursuant to a Registration Statement on Form S-3 (Registration No. 333-239348) filed on June 22, 2020, as supplemented by the Prospectus Supplement dated November 15, 2022 filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. ONEOK intends to use the net proceeds from the Offering of approximately $742 million, after deducting underwriting discounts and estimated offering expenses, to repay amounts outstanding under its commercial paper program. To the extent the net proceeds from the Offering exceed the amounts outstanding under its commercial paper program, ONEOK intends to use the additional net proceeds to repay other indebtedness, or for general corporate purposes.
The terms of the Notes and the guarantees related thereto are governed by the Indenture, dated as of January 26, 2012, between ONEOK and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Nineteenth Supplemental Indenture, dated as of November 18, 2022, with respect to the Notes (the “Supplemental Indenture”).
The Supplemental Indenture is filed herewith as Exhibit 4.1 and is incorporated herein by reference. The form of the Notes is filed herewith as Exhibit 4.2 and is incorporated herein by reference. In addition, the legal opinions related to the Notes and the guarantees related thereto are filed herewith as Exhibits 5.1 and 5.2.
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.
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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included under “Supplemental Indenture and Notes” in Item 1.01 above is incorporated herein by reference.
