ONEOK, Inc. (NYSE:OKE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On July 19, 2017, ONEOK, Inc., an Oklahoma corporation (the “Company”), entered into an Equity Distribution Agreement (the “Agreement”) with Merrill Lynch, Pierce, Fenner& Smith Incorporated, BB&T Capital Markets, a division of BB&T Securities, LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs& Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley& Co. LLC, RBC Capital Markets, LLC, TD Securities(USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, a “Manager” and, collectively, the “Managers”). to the terms of the Agreement, the Company may issue and sell from time to time through the Managers, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $1,000,000,000. Sales of shares of Common Stock, if any, will be made by means of ordinary brokers’ transactions through the facilities of the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed by the Company and the Managers, by means of any other existing trading market for shares of Common Stock or to or through a market maker other than on an exchange.
Under the terms of the Agreement, the Company may also sell shares of Common Stock to one or more of the Managers as principal for their own account at a price to be agreed upon at the time of sale. Any sale of shares of Common Stock to a Manager as principal would be to the terms of a separate terms agreement between the Company and such Manager.
The Company intends to use the net proceeds from any sales to the Agreement, after deducting Managers’ commissions and the Company’s offering expenses, for general corporate purposes, which may include repaying or refinancing a portion of the Company’s outstanding indebtedness and funding working capital, capital expenditures or acquisitions.
The shares of Common Stock will be issued to the Company’s existing effective shelf registration statement on Form S-3ASR (Registration No.333-219186).
The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Managers, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. A copy of the opinion of GableGotwals relating to the validity of the issuance of shares of the Company’s Common Stock to the Agreement is also filed herewith as Exhibit 5.1.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
Description |
| 1.1 | Equity Distribution Agreement, dated July 19, 2017, by and among ONEOK, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of BB&T Securities, LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, TD Securities(USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC. |
| 5.1 | Opinion of GableGotwals. |
| 23.1 | Consent of GableGotwals (included in Exhibit 5.1 hereto). |
ONEOK INC /NEW/ ExhibitEX-1.1 2 d428121dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 ONEOK,…To view the full exhibit click here
About ONEOK, Inc. (NYSE:OKE)
ONEOK, Inc. is the sole general partner of ONEOK Partners, L.P. (ONEOK Partners), a master limited partnership engaged in the gathering, processing, storage and transportation of natural gas in the United States. The Company operates through three business segments: Natural Gas Gathering and Processing, Natural Gas Liquids and Natural Gas Pipelines. The Natural Gas Gathering and Processing segment provides non-discretionary services to producers that include gathering and processing of natural gas produced from crude oil and natural gas wells. The Natural Gas Liquids segment owns and operates facilities that gather, fractionate, treat and distribute natural gas liquids (NGLs), and store NGL products, primarily in Oklahoma, Kansas, Texas, New Mexico and the Rocky Mountain region. The Natural Gas Pipelines segment owns and operates regulated natural gas transmission pipelines and natural gas storage facilities.