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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ONEOK Inc | NYSE:OKE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.06 | 1.33% | 81.00 | 81.07 | 79.94 | 79.95 | 5,169,657 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement |
Effective May 8, 2024, ONEOK, Inc. (the “Company”) entered into an extension agreement (the “Extension Agreement”) by and among the Company, as borrower, ONEOK Partners Intermediate Limited Partnership, ONEOK Partners, L.P. and Magellan Midstream Partners, L.P., as guarantors, the lenders party thereto, and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), swingline lender and letter of credit issuer, with respect to the Credit Agreement, dated as of June 10, 2022, among the Company, the Administrative Agent and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Extension Agreement extends the maturity date of the $2.5 billion senior unsecured revolving credit facility under the Credit Agreement by one year, from June 10, 2027 to June 10, 2028. All other terms and conditions of the Credit Agreement remain unchanged and in full force and effect.
The foregoing description of the Extension Agreement is not complete and is in all respects subject to the actual provisions of the Extension Agreement, 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.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number |
Description | |
10.1 | Extension Agreement, dated as of May 8, 2024, among ONEOK, Inc., as borrower, ONEOK Partners Intermediate Limited Partnership, ONEOK Partners, L.P. and Magellan Midstream Partners, L.P., as guarantors, the lenders party thereto, and Citibank, N.A., as administrative agent, swingline lender and letter of credit issuer. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ONEOK, Inc. | ||||||
Date: May 10, 2024 | By: | /s/ Walter S. Hulse III | ||||
Walter S. Hulse III | ||||||
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
Exhibit 10.1
EXECUTION VERSION
EXTENSION AGREEMENT
(Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)
This EXTENSION AGREEMENT (this Agreement) dated as of May 8, 2024 (the Extension Effective Date) is entered into by and among ONEOK, INC., an Oklahoma corporation (Borrower), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (Intermediate Partnership), ONEOK PARTNERS, L.P., a Delaware limited partnership, (Partners), and Magellan Midstream Partners, L.P., a Delaware limited partnership (Magellan, and together with Intermediate Partnership and Partners, the Guarantors), the undersigned Lenders (as defined in the Credit Agreement) (the Consenting Lenders), and CITIBANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent), Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
R E C I T A L S
A. Reference is made to Credit Agreement effective as of June 10, 2022 among the Borrower, the Administrative Agent and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement).
B. This Agreement is being executed to evidence Borrowers requested extension of the Maturity Date from June 10, 2027 to June 10, 2028 pursuant to Section 2.15 of the Credit Agreement (the Extension).
C. Each of the Consenting Lenders is entering into this Agreement in order to evidence its consent to the Extension.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consent to Extension. Subject to the satisfaction of the conditions precedent set forth in Paragraph 2 below, each Consenting Lender hereby consents to the Extension, and effective as of the Extension Effective Date, the Maturity Date applicable to each Consenting Lender is June 10, 2028.
2. Conditions Precedent to Effectiveness. This Agreement and the Extension shall be effective as of the date hereof, provided that the Administrative Agent shall have received the following (a) counterparts of this Agreement, executed by the Borrower, the Guarantors, and Lenders holding more than 50% of the Aggregate Commitments (calculated in accordance with Section 2.15 of the Credit Agreement), (b) a certificate of the Borrower dated as of the date hereof containing the certifications required by Section 2.15(f)(i) of the Credit Agreement, and (c) a fee in the amount separately agreed by the Borrower, for the account of each Consenting Lender.
3. Affirmation and Ratification of Loan Documents. The Borrower and the Guarantors each hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by the Extension), (b) agrees that all of its obligations and covenants under each Loan Document to which it is a party shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document to which it is a party (as modified by the Extension) shall remain in full force and effect. This Agreement is a Loan Document.
4. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be executed in any number of counterparts (including by electronic mail (including .pdf file, .jpeg file or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or in portable document format), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart hereof or any document to be signed in connection with this Agreement, or a signature page hereto or thereto, in electronic (i.e., pdf or tif) format shall be effective as delivery of a manually executed original counterpart thereof.
5. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
ONEOK, INC. | ||
By: | /s/ Walter S. Hulse III | |
Name: Walter S. Hulse III | ||
Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development | ||
ONEOK PARTNERS, L.P. | ||
By: ONEOK Partners GP, L.L.C., its | ||
By: | /s/ Walter S. Hulse III | |
Name: Walter S. Hulse III | ||
Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development | ||
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP | ||
By: ONEOK ILP GP, L.L.C., | ||
By: | /s/ Walter S. Hulse III | |
Name: Walter S. Hulse III | ||
Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development | ||
MAGELLAN MIDSTREAM PARTNERS, L.P. | ||
By: Magellan GP, LLC, | ||
By: | /s/ Walter S. Hulse III | |
Name: Walter S. Hulse III | ||
Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
Signature Page
to Extension Agreement
CITIBANK, N.A., as Administrative Agent | ||
By: | /s/ Maureen P. Maroney | |
Name: Maureen P. Maroney | ||
Title: Vice President |
Signature Page
to Extension Agreement
CITIBANK, N.A., as a Consenting Lender | ||
By: | /s/ Maureen P. Maroney | |
Name: Maureen P. Maroney | ||
Title: Vice President |
Signature Page
to Extension Agreement
BANK OF AMERICA, N.A., as a Consenting Lender | ||
By: | /s/ Megan Baqui | |
Name: Megan Baqui | ||
Title: Director |
Signature Page
to Extension Agreement
THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Consenting Lender | ||
By: | /s/ Joe Lattanzi | |
Name: Joe Lattanzi | ||
Title: Managing Director |
Signature Page
to Extension Agreement
BARCLAYS BANK PLC, as a Consenting Lender | ||
By: | /s/ Sydney G. Dennis | |
Name: Sydney G. Dennis | ||
Title: Director |
Signature Page
to Extension Agreement
JPMORGAN CHASE BANK, N.A., as a Consenting Lender | ||
By: | /s/ Kyle Gruen | |
Name: Kyle Gruen | ||
Title: Authorized Officer |
Signature Page
to Extension Agreement
MIZUHO BANK, LTD., as a Consenting Lender | ||
By: | /s/ Edward Sacks | |
Name: Edward Sacks | ||
Title: Managing Director |
Signature Page
to Extension Agreement
MUFG BANK, LTD., as a Consenting Lender | ||
By: | /s/ Anastasiya Bykov | |
Name: Anastasiya Bykov | ||
Title: Authorized Signatory |
Signature Page
to Extension Agreement
MUFG BANK, LTD., as a Consenting Lender | ||
By: | /s/ Anastasiya Bykov | |
Name: Anastasiya Bykov | ||
Title: Authorized Signatory |
Signature Page
to Extension Agreement
THE TORONTO-DOMINION BANK, NEW YORK BRANCH as a Consenting Lender | ||
By: | /s/ Jonathan Schwartz | |
Name: Jonathan Schwartz | ||
Title: Authorized Signatory |
Signature Page
to Extension Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION as a Consenting Lender | ||
By: | /s/ Nathan Starr | |
Name: Nathan Starr | ||
Title: Managing Director |
Signature Page
to Extension Agreement
TRUIST BANK, as a Consenting Lender | ||
By: | /s/ Lincoln LaCour | |
Name: Lincoln LaCour | ||
Title: Director |
Signature Page
to Extension Agreement
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Consenting Lender | ||
By: | /s/ Scott W. Danvers | |
Name: Scott W. Danvers | ||
Title: Authorized Signatory | ||
By: | /s/ Donovan C. Broussard | |
Name: Donovan C. Broussard | ||
Title: Authorized Signatory |
Signature Page
to Extension Agreement
DEUTSCHE BANK AG NEW YORK BRANCH, as a Consenting Lender | ||
By: | /s/ Ming K. Chu | |
Name: Ming K. Chu | ||
Title: Director | ||
By: | /s/ Marko Lukin | |
Name: Marko Lukin | ||
Title: Vice President |
Signature Page
to Extension Agreement
GOLDMAN SACHS BANK USA, as a Consenting Lender | ||
By: | /s/ Andrew Vernon | |
Name: Andrew Vernon | ||
Title: Authorized Signatory |
Signature Page
to Extension Agreement
MORGAN STANLEY BANK, N.A., as a Consenting Lender | ||
By: | /s/ Michael King | |
Name: Michael King | ||
Title: Authorized Signatory |
Signature Page
to Extension Agreement
PNC BANK, NATIONAL ASSOCIATION, as a Consenting Lender | ||
By: | /s/ Robert Downey | |
Name: Robert Downey | ||
Title: Vice President |
Signature Page
to Extension Agreement
ROYAL BANK OF CANADA, as a Consenting Lender | ||
By: | /s/ Michael Sharp | |
Name: Michael Sharp | ||
Title: Authorized Signatory |
Signature Page
to Extension Agreement
REGIONS BANK, as a Consenting Lender | ||
By: | /s/ Adam Kruithof | |
Name: Adam Kruithof | ||
Title: Director |
Signature Page
to Extension Agreement
SUMITOMO MITSUI BANKING CORPORATION, as a Consenting Lender | ||
By: | /s/ Mary Harold | |
Name: Mary Harold | ||
Title: Executive Director |
Signature Page
to Extension Agreement
U.S. BANK NATIONAL ASSOCIATION, as a Consenting Lender | ||
By: | /s/ David Lawrence | |
Name: David Lawrence | ||
Title: Senior Vice President |
Signature Page
to Extension Agreement
BOKF NA, DBA BANK OF OKLAHOMA, as a Consenting Lender | ||
By: | /s/ Jeffrey Hall | |
Name: Jeffrey Hall | ||
Title: Senior Vice President |
Signature Page
to Extension Agreement
ARVEST BANK, as a Consenting Lender | ||
By: | /s/ David Nickel | |
Name: David Nickel | ||
Title: President of a Bank Region |
Signature Page
to Extension Agreement
Document and Entity Information |
May 08, 2024 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001039684 |
Document Type | 8-K |
Document Period End Date | May 08, 2024 |
Entity Registrant Name | ONEOK, Inc. |
Entity Incorporation State Country Code | OK |
Entity File Number | 001-13643 |
Entity Tax Identification Number | 73-1520922 |
Entity Address, Address Line One | 100 West Fifth Street |
Entity Address, City or Town | Tulsa |
Entity Address, State or Province | OK |
Entity Address, Postal Zip Code | 74103 |
City Area Code | (918) |
Local Phone Number | 588-7000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value of $0.01 |
Trading Symbol | OKE |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
1 Year ONEOK Chart |
1 Month ONEOK Chart |
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