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ONEOK, Inc. (NYSE:OKE) Files An 8-K Entry into a Material Definitive Agreement

ONEOK, Inc. (NYSE:OKE) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry Into a Material Definitive Agreement
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Item 7.01
Regulation FD Disclosure
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.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
Description
10.1
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.
10.2
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).
99.1
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.

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