OKE Issues 4.95%–6.25% Notes Totaling $3B; Proceeds Target CP Payoff
Rhea-AI Filing Summary
On 6 Aug 2025, ONEOK, Inc. (NYSE: OKE) signed an Underwriting Agreement with a bank syndicate to issue an aggregate $3.0 billion of senior unsecured notes, fully guaranteed by affiliated entities.
- $750 million 4.950% notes due 2032
- $1.0 billion 5.400% notes due 2035
- $1.25 billion 6.250% notes due 2055
The offering is scheduled to close 12 Aug 2025. Net proceeds will (i) repay all outstanding commercial paper and (ii) retire senior notes maturing 15 Sep 2025, with any remainder applied to general corporate purposes, including additional debt repayment or redemption.
The agreement contains standard representations, warranties, indemnities and termination rights. A related press release announcing pricing is furnished under Item 7.01 (Exhibit 99.1). The underwriting contract is filed as Exhibit 1.1.
The transaction replaces near-term liabilities with long-tenor fixed-rate debt, bolstering liquidity and extending ONEOK’s maturity schedule without equity dilution.
Positive
- $3.0 billion of long-term notes secures funding and removes near-term refinancing pressure.
- Proceeds designated to repay commercial paper and 2025 maturity notes, strengthening liquidity.
Negative
- Coupons of 4.95%-6.25% are higher than short-term rates, increasing future interest expense.
Insights
TL;DR – $3 B long-dated notes extend maturities, liquidity up; coupons 4.95-6.25% lift interest cost.
The multi-tranche issuance shifts short-term funding into 7-, 10- and 30-year buckets, materially reducing 2025 refinancing risk. Proceeds are earmarked for commercial-paper and September 2025 note repayment, directly improving the current liability profile. Fixed coupons of 4.95-6.25% lock in higher rates than CP but provide certainty. No covenants beyond standard investment-grade clauses were disclosed, preserving financial flexibility. Overall credit impact is modestly positive because maturity extension outweighs incremental interest expense.
TL;DR – Debt refi enhances visibility; leverage neutral, EPS impact limited.
Replacing short-term paper with senior notes should stabilize financing for midstream growth projects while avoiding equity issuance. Because proceeds are largely used for repayment, gross debt stays roughly level, keeping leverage metrics steady. Interest expense will rise versus commercial paper, but staggered maturities (2032-2055) lower refinancing cliffs and support dividend sustainability. From an equity viewpoint the filing is incrementally constructive but not transformative.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On August 6, 2025, ONEOK, Inc. (“ONEOK”), ONEOK Partners, L.P. (“ONEOK Partners”), ONEOK Partners Intermediate Limited Partnership (“ONEOK Partners Intermediate”), Magellan Midstream Partners, L.P. (“Magellan”), Elk Merger Sub II, L.L.C. (“Elk Merger Sub II”) and EnLink Midstream Partners, LP (“EnLink” and, together with ONEOK Partners, ONEOK Partners Intermediate, Magellan and Elk Merger Sub II, the “Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with Mizuho Securities USA LLC, Deutsche Bank Securities Inc., PNC Capital Markets LLC, TD Securities (USA) LLC, and Truist Securities, Inc., as representatives of the underwriters named therein (the “Underwriters”), with respect to the issuance and sale (the “Offering”) by ONEOK of $750 million aggregate principal amount of its 4.950% notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of its 5.400% notes due 2035 (the “2035 Notes”), and $1.25 billion aggregate principal amount of its 6.250% notes due 2055 (the “2055 Notes” and, together with the 2032 Notes and the 2035 Notes, the “Notes”) and such Notes guaranteed by the Guarantors.
The Offering is expected to close on August 12, 2025, subject to customary closing conditions. As described in the prospectus supplement, dated August 6, 2025, ONEOK intends to use the net proceeds from the Offering to repay all of its outstanding commercial paper, and repay in full at maturity its senior notes due September 15, 2025, together with any accrued and unpaid interest to the date of repayment. ONEOK intends to use any remaining net proceeds from the Offering for general corporate purposes, which may include the repayment of outstanding indebtedness, including the repurchase or redemption of existing notes.
The Underwriting Agreement contains customary representations, warranties and agreements by ONEOK and the Guarantors, and customary conditions to closing, indemnification obligations of each of ONEOK and the Guarantors, on the one hand, and the Underwriters, on the other hand, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
Affiliations
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have provided in the past and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for ONEOK or its subsidiaries for which they will receive customary fees. Certain of the Underwriters, or their respective affiliates, are also agents and/or lenders under ONEOK’s credit facilities, dealers under ONEOK’s commercial paper program and holders of ONEOK’s senior notes.
U.S. Bank Trust Company, National Association, as trustee of the Notes (the “Trustee”), and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial and investment banking services for ONEOK or the Guarantors for which they received or will receive customary fees and expenses. The Trustee is a lender under ONEOK’s credit facility and an affiliate of the Trustee is an Underwriter.
| Item 7.01 | Regulation FD Disclosure. |
ONEOK issued a news release on August 6, 2025, announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and 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 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 | |
| 1.1 | Underwriting Agreement, dated August 6, 2025, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP and Mizuho Securities USA LLC, Deutsche Bank Securities Inc., PNC Capital Markets LLC, TD Securities (USA) LLC, and Truist Securities, Inc., as representatives of the underwriters named therein. | |
| 99.1 | News release issued by ONEOK, Inc. dated August 6, 2025. | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document and contained in Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONEOK, INC. | ||||||
| Date: August 8, 2025 | 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 | |||||
FAQ
How much debt did ONEOK (OKE) issue on 6 August 2025?
What will ONEOK do with the proceeds from the $3 billion note offering?
What are the coupons and maturities of ONEOK’s new notes?
When is the closing date for the ONEOK bond offering?
Which institutions are underwriting ONEOK’s 2025 bond sale?
Which existing ONEOK debt will be repaid from the offering?
