[8-K] Oneok, Inc. Reports Material Event
Rhea-AI Filing Summary
ONEOK, Inc. completed a registered public offering across three fixed-rate note tranches: $750 million of 4.950% notes due 2032, $1.0 billion of 5.400% notes due 2035 and $1.25 billion of 6.250% notes due 2055, producing approximately $2.959 billion of net proceeds after underwriting discounts and estimated expenses. The issuance adds long-term, fixed-rate debt while providing immediate liquidity.
The company intends to use the net proceeds to repay all outstanding commercial paper and to repay in full senior notes maturing in 2025, with any remaining funds available for general corporate purposes, which may include repayment, repurchase or redemption of other indebtedness. The Notes are guaranteed by several ONEOK-related entities and governed by supplemental indentures filed as exhibits.
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Insights
TL;DR: ONEOK secured roughly $3.0B of long-term financing, reducing near-term refinancing risk but increasing fixed interest obligations.
The multi-tranche offering raises approximately $2.959 billion net through notes maturing in 2032, 2035 and 2055 with coupons of 4.950%, 5.400% and 6.250%, respectively. Proceeds are earmarked to retire commercial paper and senior notes maturing in 2025, which materially lowers short-term liquidity pressure and rollover risk. The extended maturities shift funding needs to the 2030s and 2055 horizon, improving near-term cash flow flexibility but locking in fixed-rate interest costs that will increase long-term interest expense compared with zero-cost commercial paper. Guarantees by subsidiaries consolidate repayment responsibility across related entities and may affect their credit profiles.
TL;DR: The registered S-3 offering and supplemental indentures provide formal, documented refinancing and capital structure extension.
The issuance was registered under the company’s existing Form S-3 registration and governed by supplemental indentures, with the trustee and underwriting relationships disclosed. Using offering proceeds to eliminate commercial paper and an upcoming senior note maturity converts short-term obligations into long-term paper, aligning maturity structure with strategic needs. The presence of several guarantors is common in sponsored structures but creates cross-entity obligations that treasury teams must monitor for covenant and liquidity management. Overall, the transaction is impactful and typical for corporate refinancing.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Issuance of Notes
On August 12, 2025, ONEOK, Inc. (“ONEOK”) completed its previously announced underwritten public offering (the “Offering”) 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”). The Notes are guaranteed by 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., a Delaware limited liability company (“Elk Merger Sub II”) and EnLink Midstream Partners, LP, a Delaware limited partnership (together with ONEOK Partners, ONEOK Partners Intermediate, Magellan and Elk Merger Sub II, the “Guarantors”).
ONEOK intends to use the net proceeds from the Offering of approximately $2.959 billion, after deducting underwriting discounts and estimated offering expenses, 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.
Supplemental Indentures and Notes
ONEOK registered the sale of the Notes with the Securities and Exchange Commission pursuant to a Registration Statement on Form S-3 (Registration No. 333-272782) filed on June 20, 2023, as amended by Post-Effective Amendment No. 1 to Form S-3, filed on September 10, 2024, and Post-Effective Amendment No. 2 to Form S-3, filed on August 6, 2025.
The terms of the Notes and the guarantees related thereto are governed by the Indenture, dated as of January 26, 2012, between ONEOK and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by (i) the Thirty-Third Supplemental Indenture in the case of the 2032 Notes, (ii) the Thirty-Fourth Supplemental Indenture in the case of the 2035 Notes and (iii) the Thirty-Fifth Supplemental Indenture in the case of the 2055 Notes, and in each case dated as of August 12, 2025, by and among ONEOK, the Guarantors and the Trustee (collectively, the “Supplemental Indentures”).
The foregoing description of the Supplemental Indentures is qualified in its entirety by reference to the Supplemental Indentures, copies of which are filed herewith as Exhibits 4.2, 4.3 and 4.4 and are incorporated herein by reference, and to the forms of the Notes, copies of which are filed herewith as Exhibits 4.5, 4.6 and 4.7 and are 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. Affiliates of certain of the Underwriters are also agents and/or lenders under ONEOK’s credit facilities and dealers under ONEOK’s commercial paper program.
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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included under “Supplemental Indentures and Notes” in Item 1.01 above is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit Number |
Description | |
| 4.1 | Indenture, dated January 26, 2012, among ONEOK, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed January 26, 2012 (File No. 1-13643)). | |
| 4.2 | Thirty-Third Supplemental Indenture, dated as of August 12, 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 U.S. Bank National Association, as trustee, with respect to 4.950% Notes due 2032. | |
| 4.3 | Thirty-Fourth Supplemental Indenture, dated as of August 12, 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 U.S. Bank National Association, as trustee, with respect to 5.400% Notes due 2035. | |
| 4.4 | Thirty-Fifth Supplemental Indenture, dated as of August 12, 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 U.S. Bank National Association, as trustee, with respect to 6.250% Notes due 2055. | |
| 4.5 | Form of Note due 2032 (included in Exhibit 4.1 hereto). | |
| 4.6 | Form of Note due 2035 (included in Exhibit 4.2 hereto). | |
| 4.7 | Form of Note due 2055 (included in Exhibit 4.3 hereto). | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 5.2 | Opinion of GableGotwals. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto). | |
| 23.2 | Consent of GableGotwals (included in Exhibit 5.2 hereto). | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (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 13, 2025 | By: | /s/ Walter S. Hulse III | ||||
| Name: | Walter S. Hulse III | |||||
| Title: | Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations | |||||
