ONEOK, Inc. (NYSE:OKE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On January4, 2018, ONEOK, Inc., an Oklahoma corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein (the “Underwriters”), with respect to a public underwritten offering of 21,850,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which includes the exercise in full by the Underwriters of their option to purchase up to 2,850,000 additional shares of Common Stock from the Company, to the Company’s existing effective shelf registration statement on Form S-3 (Registration No.333-219186), filed on July6, 2017, as supplemented by the prospectus supplement dated January4, 2018.
The Company intends to use the net proceeds from the public offering to fund capital expenditures, including a portion of the Company’s recently announced Elk Creek Pipeline Project and other growth projects, to pre-fund additional projects which are in the late stages of development and for general corporate purposes, which may include repaying a portion of the Company’s outstanding indebtedness.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting 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 Underwriting Agreement is also filed herewith as Exhibit 5.1.
| Item 1.01 | Regulation FD Disclosure |
The Company issued a press release on January4, 2018, attached hereto as Exhibit 99.1, announcing the pricing of the shares of Common Stock to be sold in the public offering. This information is not deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statement under the Securities Act of 1933, as amended.
| Item 1.01 | Financial Statements and Exhibits |
(d) Exhibits
ONEOK INC /NEW/ ExhibitEX-1.1 2 d465289dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION 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.
