ONEOK, INC. (NYSE:OKE) Files An 8-K Other Events
Item8.01
| Other Events |
On June 22, 2017, ONEOK, Inc. (ONEOK) and ONEOK Partners, L.P.
(ONEOK Partners) issued a joint press release announcing that
Institutional Shareholder Services Inc. and Glass, Lewis Co.
recommended votes in favor of the proposed merger transaction
between ONEOK and ONEOK Partners. The special meetings of each of
ONEOK shareholders and ONEOK Partners unitholders will be held on
June 30, 2017.
A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Forward Looking Statements
This filing contains certain forward-looking statements within
the meaning of federal securities laws. Words such as
anticipates, believes, expects, intends, plans, projects, will,
would, should, may, and similar expressions may be used to
identify forward-looking statements. Forward-looking statements
are not statements of historical fact and reflect ONEOK and ONEOK
Partners current views about future events. Such forward-looking
statements include, but are not limited to, statements about the
benefits of the proposed transaction involving ONEOK and ONEOK
Partners, including future financial and operating results,
ONEOKs and ONEOK Partners plans, objectives, expectations and
intentions, the expected timing of completion of the transaction,
and other statements that are not historical facts, including
future results of operations, projected cash flow and liquidity,
business strategy, expected synergies or cost savings, and other
plans and objectives for future operations. No assurances can be
given that the forward-looking statements contained in this
filing will occur as projected and actual results may differ
materially from those projected. Forward-looking statements are
based on current expectations, estimates and assumptions that
involve a number of risks and uncertainties, many of which are
beyond our control, and are not guarantees of future results.
Accordingly, there are or will be important factors that could
cause actual results to differ materially from those indicated in
such statements and, therefore, you should not place undue
reliance on any such statements and caution must be exercised in
relying on forward-looking statements. These risks and
uncertainties include, without limitation, the following:
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the ability to obtain the requisite ONEOK stockholder and ONEOK Partners unitholder approvals relating to the proposed transaction; |
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the risk that ONEOK Partners or ONEOK may be unable to obtain governmental and regulatory approvals required for the proposed transaction, if any, or required governmental and regulatory approvals, if any, may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction; |
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the risk that a condition to closing of the proposed transaction may not be satisfied; |
| the timing to consummate the proposed transaction; |
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the risk that the cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; |
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disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers; |
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the possible diversion of management time on merger-related issues; |
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the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction; |
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the effects of weather and other natural phenomena, including climate change, on ONEOK and/or ONEOK Partners operations, demand for ONEOK and/or ONEOK Partners services and energy prices; |
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competition from other United States and foreign energy suppliers and transporters, as well as alternative forms of energy, including, but not limited to, solar power, wind power, geothermal energy and biofuels such as ethanol and biodiesel; |
| the capital intensive nature of our businesses; |
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the profitability of assets or businesses acquired or constructed by us; |
| our ability to make cost-saving changes in operations; |
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risks of marketing, trading and hedging activities, including the risks of changes in energy prices or the financial condition of our counterparties; |
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the uncertainty of estimates, including accruals and costs of environmental remediation; |
| the timing and extent of changes in energy commodity prices; |
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the effects of changes in governmental policies and regulatory actions, including changes with respect to income and other taxes, pipeline safety, environmental compliance, climate change initiatives and authorized rates of recovery of natural gas and natural gas transportation costs; |
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the impact on drilling and production by factors beyond our control, including the demand for natural gas and crude oil; producers desire and ability to obtain necessary permits; reserve performance; and capacity constraints on the pipelines that transport crude oil, natural gas and NGLs from producing areas and our facilities; |
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difficulties or delays experienced by trucks, railroads or pipelines in delivering products to or from our terminals or pipelines; |
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changes in demand for the use of natural gas, NGLs and crude oil because of market conditions caused by concerns about climate change; |
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conflicts of interest between ONEOK, ONEOK Partners, ONEOK Partners GP, L.L.C. and related parties of ONEOK, ONEOK Partners, and ONEOK Partners GP, L.L.C.; |
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the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which we have no control, including the effect on pension and postretirement expense and funding resulting from changes in equity and bond market returns; |
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our indebtedness could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds and/or place us at competitive disadvantages compared with our competitors that have less debt, or have other adverse consequences; |
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actions by rating agencies concerning the credit ratings of ONEOK and ONEOK Partners; |
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the results of administrative proceedings and litigation, regulatory actions, rule changes and receipt of expected clearances involving any local, state or federal regulatory body, including the Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (CFTC); |
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our ability to access capital at competitive rates or on terms acceptable to us; |
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risks associated with adequate supply to our gathering, processing, fractionation and pipeline facilities, including production declines that outpace new drilling or extended periods of ethane rejection; |
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the risk that material weaknesses or significant deficiencies in our internal controls over financial reporting could emerge or that minor problems could become significant; |
| the impact and outcome of pending and future litigation; |
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the ability to market pipeline capacity on favorable terms, including the effects of: |
o future demand for and prices of natural gas, NGLs and crude
oil;
o competitive conditions in the overall energy market;
o availability of supplies of Canadian and United States natural
gas and crude oil; and
o availability of additional storage capacity;
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performance of contractual obligations by our customers, service providers, contractors and shippers; |
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the timely receipt of approval by applicable governmental entities for construction and operation of our pipeline and other projects and required regulatory clearances; |
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our ability to acquire all necessary permits, consents or other approvals in a timely manner, to promptly obtain all necessary materials and supplies required for construction, and to construct gathering, processing, storage, fractionation and transportation facilities without labor or contractor problems; |
| the mechanical integrity of facilities operated; |
| demand for our services in the proximity of our facilities; |
| our ability to control operating costs; |
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acts of nature, sabotage, terrorism or other similar acts that cause damage to our facilities or our suppliers or shippers facilities; |
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economic climate and growth in the geographic areas in which we do business; |
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the risk of a prolonged slowdown in growth or decline in the United States or international economies, including liquidity risks in United States or foreign credit markets; |
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the impact of recently issued and future accounting updates and other changes in accounting policies; |
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the possibility of future terrorist attacks or the possibility or occurrence of an outbreak of, or changes in, hostilities or changes in the political conditions in the Middle East and elsewhere; |
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the risk of increased costs for insurance premiums, security or other items as a consequence of terrorist attacks; |
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risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions; |
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the impact of uncontracted capacity in our assets being greater or less than expected; |
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the ability to recover operating costs and amounts equivalent to income taxes, costs of property, plant and equipment and regulatory assets in our state and FERC-regulated rates; |
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the composition and quality of the natural gas and NGLs supplied to ONEOK Partners gathering system and processed in ONEOK Partners plants and transported on ONEOK Partners pipelines; |
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the efficiency of our plants in processing natural gas and extracting and fractionating NGLs; |
| the impact of potential impairment charges; |
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the risk inherent in the use of information systems in our respective businesses, implementation of new software and hardware, and the impact on the timeliness of information for financial reporting; |
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our ability to control construction costs and completion schedules of our pipelines and other projects; and |
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the risk factors listed in the reports ONEOK and ONEOK Partners have filed and may file with the Securities and Exchange Commission (the SEC), which are incorporated by reference. |
Forward-looking statements are based on the estimates and
opinions of management at the time the statements are made.
Neither ONEOK nor ONEOK Partners undertakes any obligation to
publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.
The foregoing review of important factors should not be construed
as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein and elsewhere,
including the Risk Factors included in the most recent reports on
Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK
Partners on file with the SEC. ONEOKs and ONEOK Partners SEC
filings are available publicly on the SECs website at
www.sec.gov.
Additional Information And Where To Find It
This communication is not a solicitation of any vote, approval,
or proxy from any ONEOK stockholder or ONEOK Partners unitholder.
In connection with the proposed transaction, ONEOK filed with the
SEC a registration statement on Form S-4, as amended (the Form
S-4), which includes a prospectus of ONEOK and a joint proxy
statement of ONEOK and ONEOK Partners. The Form S-4 was declared
effective by the SEC on May11, 2017, and the definitive joint
proxy statement/prospectus was filed with the SEC by both ONEOK
and ONEOK Partners on May19, 2017. Each of ONEOK and ONEOK
Partners may also file other documents with the SEC regarding the
proposed transaction. The definitive joint proxy
statement/prospectus was mailed to stockholders of ONEOK and
unitholders of ONEOK Partners on or about May25, 2017. This
document is not a substitute for any prospectus, proxy statement
or any other document which ONEOK or ONEOK Partners may file with
the SEC in connection
with the proposed transaction. ONEOK and ONEOK Partners
urge investors and their respective stockholders and unitholders
to read the Form S-4 and any other relevant documents filed with
the SEC, including the definitive joint proxy
statement/prospectus that is part of the Form S-4, because they
contain important information. You may obtain copies of
all documents filed with the SEC regarding this transaction (when
they become available), free of charge, at the SECs website
(www.sec.gov). You may also obtain these documents, free of
charge, from ONEOKs website (www.oneok.com) under the tab
Investors and then under the heading SEC Filings. You may also
obtain these documents, free of charge, from ONEOK Partners
website (www.oneokpartners.com) under the tab Investors and then
under the heading SEC Filings.
Item9.01 |
Financial Statements and Exhibits |
(d) |
Exhibits |
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99.1 |
Joint press release issued by ONEOK, Inc. and ONEOK Partners, L.P. dated June 22, 2017. |
ONEOK INC /NEW/ ExhibitEX-99.1 2 d403086dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 June 22,…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.
