ONEOK, Inc. (NYSE:OKE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry Into a Material Definitive Agreement
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ONEOK Credit Agreement
On April 18, 2017, ONEOK, Inc. (ONEOK or we) entered into a
credit agreement (the ONEOK 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 obligations of the lenders and letter of credit issuers to make the initial credit extensions under the ONEOK Credit Agreement are conditioned upon the completion of the merger of ONEOK Partners, L.P. (ONEOK Partners) with and into a wholly owned subsidiary of ours, with ONEOK Partners continuing as the surviving entity and as a wholly owned subsidiary of ours (the Merger) and upon the satisfaction of the other conditions set forth in the ONEOK Credit Agreement. The ONEOK Credit Agreement further provides that it will not become effective and will terminate if the Merger has not been completed and the ONEOK Credit Agreements other conditions have not been satisfied by October 16, 2017. |
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The ONEOK Credit Agreement will be a $2.5 billion revolving
unsecured credit facility, which will include a $100 million letter of credit subfacility and a $200 million swingline subfacility. |
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Under the terms of the ONEOK Credit Agreement, we will be
able to request an increase in the commitments of up to an additional $1.0 billion upon satisfaction of customary conditions, including receipt of commitments from either new lenders or increased commitments from existing lenders. |
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The ONEOK Credit Agreement will be available to provide
liquidity for working capital, capital expenditures, acquisitions, the issuance of letters of credit and for other general corporate purposes. |
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The ONEOK Credit Agreement contains various customary
conditions to borrowing, and customary affirmative, negative and financial ratio maintenance covenants. The ONEOK Credit Agreement also contains various customary events of default, the occurrence of which could result in a termination of the lenders commitments and the acceleration of all of our obligations thereunder. |
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The ONEOK Credit Agreement will mature five years after
becoming effective. We will be able extend the maturity date, subject to the lenders consent, by one year up to two times. |
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ONEOKs obligations under the ONEOK Credit Agreement will be
unsecured and will be guaranteed by ONEOK Partners and by ONEOK Partners Intermediate Limited Partnership, ONEOK Partners wholly owned subsidiary (the Intermediate Partnership). These guarantees will be evidenced by a guaranty agreement (the ONEOK Credit Agreement Guaranty Agreement) made by ONEOK Partners and by the Intermediate Partnership in favor of the ONEOK Credit Agreements administrative agent. The ONEOK Credit Agreement Guaranty Agreement will be ONEOK Partners and the Intermediate Partnerships senior unsecured obligations and will rank equally in right of payment with all of ONEOK Partners and the Intermediate Partnerships existing and future senior unsecured indebtedness. The terms of the ONEOK Credit Agreement Guaranty Agreement will be substantially similar to the Intermediate Partnerships existing guaranties of ONEOK Partners outstanding senior notes. |
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The foregoing description of the ONEOK Credit
Agreement is not complete and is in all respects subject to the actual provisions thereof, 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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ONEOK Partners Term Loan Amendment
On April 18, 2017, ONEOK Partners entered into the
first amendment (the ONEOK Partners Amendment) to its $1.0 billion unsecured term loan agreement dated as of January 8, 2016 (the ONEOK Partners Term Loan Agreement), with Mizuho Bank, Ltd., as administrative agent and a lender and the other lenders parties thereto. The ONEOK Partners Amendment provides that the ONEOK Partners Term Loan Agreement will be amended and restated in the form of the amended and restated term loan agreement (the ONEOK Partners Amended and Restated Term Loan Agreement) attached as an annex to the ONEOK Partners Amendment upon the completion of the Merger and the satisfaction of the other conditions set forth in the ONEOK Partners Amendment. The ONEOK Partners Amendment further provides that the ONEOK Partners Amended and Restated Term Loan Agreement will not become effective and that the ONEOK Partners Amendment will terminate and be of no further force and effect if the Merger has not been completed and the ONEOK Partners Amendments other conditions have not been satisfied by October 16, 2017. |
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The ONEOK Partners Amended and Restated Term Loan
Agreement will continue to be unsecured and will have substantially the same terms as the ONEOK Partners Term Loan Agreement, but in addition to being guaranteed by the Intermediate Partnership, the ONEOK Partners Amended and Restated Term Loan Agreement will also be guaranteed by ONEOK. These guarantees will be evidenced by a guaranty agreement (the Term Loan Guaranty Agreement) made by ONEOK and by the Intermediate Partnership in favor of the ONEOK Partners Amended and Restated Term Loan Agreements administrative agent. The Term Loan Guaranty Agreement will be ONEOKs and the Intermediate Partnerships senior unsecured obligations and will rank equally in right of payment with all of ONEOKs and the Intermediate Partnerships existing and future senior unsecured indebtedness. The terms of the Term Loan Guaranty Agreement will be substantially similar to the Intermediate Partnerships existing guaranties of ONEOK Partners outstanding senior notes. |
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The foregoing description of the ONEOK Partners
Amendment (including the ONEOK Partners Amended and Restated Term Loan Agreement) is not complete and is in all respects subject to the actual provisions of the ONEOK Partners Amendment, a copy of which has been filed as Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated by reference herein. |
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Item 7.01
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Regulation FD Disclosure
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We issued a news release on April 18, 2017,
announcing the ONEOK Credit Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed in this Item 7.01,
including Exhibit 99.1 hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing. |
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit
Number
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Description
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10.1
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Credit Agreement, dated as of April 18, 2017, 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. |
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10.2
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First Amendment to Term Loan Agreement, dated as of
April 18, 2017, among ONEOK Partners, L.P., Mizuho Bank, Ltd., as administrative agent and a lender, and the other lenders parties thereto (including the Amended and Restated Term Loan Agreement attached as an annex thereto) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by ONEOK Partners, L.P. on April 19, 2017). |
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99.1
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News release issued by ONEOK, Inc. and ONEOK
Partners, L.P. dated April 18, 2017. |
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. ONEOK, Inc. (NYSE:OKE) Recent Trading Information
ONEOK, Inc. (NYSE:OKE) closed its last trading session down -0.90 at 53.92 with 2,564,195 shares trading hands.
