Welcome!

News Feed Item

ONEOK Announces Offer to Purchase Outstanding Notes

TULSA, Okla., Jan. 13, 2014 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) today announced a cash tender offer to purchase its outstanding 4.25 percent notes due 2022 and its 6.0 percent notes due 2035, up to a maximum payment amount of $150 million, excluding accrued and unpaid interest.  The terms and conditions of the tender offer are described in the Jan. 13, 2014, Offer to Purchase and related Letter of Transmittal, which are being sent to current note holders.

The following table sets forth some of the terms of the tender offer for the notes:


4.25 percent notes

due 2022

6.0 percent notes

due 2035

CUSIP Number

682680 AQ6

682680 AN3

Acceptance Priority Level

1

2

Aggregate Principal Amount Outstanding

$700 million

$400 million

Reference U.S. Treasury Security

2.75 percent due

Nov. 15, 2023

3.625 percent due

Aug. 15, 2043

Bloomberg Reference Page

FIT1

FIT1

Early Tender Payment (1) (2)

$30.00

$30.00

Fixed Spread (basis points)

175

223

Hypothetical Total Consideration (1) (3)

$976.00

$995.74



(1)

Per $1,000 principal amount of notes validly tendered and accepted for purchase. Does not include accrued interest, which will be paid on notes accepted for purchase.

(2)

Per $1,000 principal amount of notes validly tendered at or prior to the Early Tender Time (as defined in the Offer to Purchase) and accepted for purchase.

(3)

The Hypothetical Total Consideration has been calculated using reference yields on the applicable reference securities as of 2 p.m., Eastern Standard Time (1 p.m. Central Standard Time) on Jan. 10, 2014.

Note holders must validly tender and not validly withdraw their notes by 5 p.m. Eastern Standard Time (4 p.m. Central Standard Time) on Jan. 27, 2014, unless extended or terminated earlier, to be eligible to receive the applicable total consideration, which includes an early tender payment of $30 for each $1,000 principal amount of notes tendered and accepted for purchase.

Note holders who validly tender their notes after 5 p.m. Eastern Standard Time (4 p.m. Central Standard Time) on Jan. 27, 2014, but before the tender offer expires, will be eligible to receive only the applicable tender consideration, which is equal to the applicable total consideration minus the early tender payment.  Holders whose notes are accepted for purchase by ONEOK in the tender offer will receive accrued and unpaid interest on their purchased notes from the applicable last interest payment date to, but not including, the payment date.

The total consideration for each $1,000 principal amount of notes tendered and accepted for purchase, pursuant to the tender offer, will be determined as described in the Offer to Purchase by reference to a fixed spread specified for each series of notes over the yield, based on the bid-side price of the U.S. Treasury Security specified in the table above, as calculated by the dealer managers, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, on Jan. 27, 2014.

The tender offer is scheduled to expire at 12:01 a.m. Eastern Standard Time on Feb. 11, 2014 (11:01 p.m. Central Standard Time on Feb. 10, 2014), unless extended or terminated.  As set forth in the Offer to Purchase, validly tendered notes may be withdrawn at any time by 5 p.m. Eastern Standard Time (4 p.m. Central Standard Time) on Jan. 27, 2014, unless extended.

Subject to the terms and conditions of the tender offer, ONEOK expects to accept for purchase and to pay the total consideration or tender consideration, as applicable, for notes validly tendered and not validly withdrawn promptly after the tender offer expires.

ONEOK may waive, increase or decrease the maximum payment amount at its sole discretion.  If the aggregate consideration, excluding accrued and unpaid interest, that would be payable for all notes that are validly tendered and not validly withdrawn by the expiration time exceeds the maximum payment amount, ONEOK will accept for purchase notes that have been tendered in accordance with the applicable acceptance priority levels, as set forth in the table above. 

In addition, any notes to be accepted for purchase will be prorated as provided in the tender offer documents – with adjustments downward to avoid the purchase of notes in a principal amount other than $2,000 in the case of the 4.25 percent notes due 2022 and $1,000 in the case of the 6.0 percent notes due 2035, and, in each case, in integral multiples of $1,000 in excess thereof – such that the aggregate consideration payable for all notes accepted for purchase, excluding accrued and unpaid interest, does not exceed the maximum payment amount.

ONEOK's obligation to complete the tender offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the completion by the company of the separation of its natural gas distribution business into a stand-alone publicly traded company, ONE Gas, Inc., and the receipt from ONE Gas, Inc. of approximately $1.13 billion in connection with the separation. 

Questions regarding the tender offer may be directed to:

Morgan Stanley & Co. LLC
Phone: (800) 624-1808 (toll-free) or (212) 761-1057 (collect)

J.P. Morgan
Phone: (866) 834-4666 (toll free) or (212) 834-4811 (collect)

Requests for documentation may be directed to the tender agent for the offer:

D.F. King & Co., Inc.
Phone: (212) 269-5550
Email: [email protected]

This news release is not a recommendation by ONEOK, the dealer managers or the tender agent that note holders should tender, or refrain from tendering, all or any portion of the principal amount of their notes pursuant to the tender offer. Holders must make their own decision as to whether to tender their notes.

This news release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other security. The tender offer is being made only by the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

This news release is not an offering of any securities nor is it a solicitation of an offer to buy any securities.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is a diversified energy company.  We are the general partner and as of Dec. 31, 2013, own 41.2 percent of ONEOK Partners, L.P. (NYSE: OKS), one of the largest publicly traded master limited partnerships, which is a leader in the gathering, processing, storage and transportation of natural gas in the U.S. and owns one of the nation's premier natural gas liquids (NGL) systems, connecting NGL supply in the Mid-Continent and Rocky Mountain regions with key market centers.  ONEOK is among the largest natural gas distributors in the United States, serving more than 2 million customers in Oklahoma, Kansas and Texas.  ONEOK is a FORTUNE 500 company and is included in Standard & Poor's (S&P) 500 Stock Index.

For information about ONEOK, Inc., visit the website: www.oneok.com.

For the latest news about ONEOK, follow us on Twitter @ONEOKNews.

Some of the statements contained and incorporated in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  The forward-looking statements relate to our anticipated financial performance (including net income, cash flow and projected levels of dividends), liquidity, the expected results and benefits of the separation (including the expected completion of the transaction), the anticipated management teams and boards of directors of ONEOK and ONE Gas, our expectations regarding employees and benefits following the separation, our anticipated financing and capital structure, the tax-free nature of the separation, management's plans and objectives for our growth projects and other future operations our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters.  We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.  The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "should," "goal," "forecast," "guidance," "could," "may," "continue," "might," "potential," "scheduled," and other words and terms of similar meaning.

Analyst Contact:

T.D. Eureste


918-588-7167

Media Contact:

Brad Borror


918-588-7582

SOURCE ONEOK, Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
SYS-CON Events announced today that N3N will exhibit at SYS-CON's @ThingsExpo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. N3N’s solutions increase the effectiveness of operations and control centers, increase the value of IoT investments, and facilitate real-time operational decision making. N3N enables operations teams with a four dimensional digital “big board” that consolidates real-time live video feeds alongside IoT sensor data a...
Internet of @ThingsExpo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devic...
Mobile device usage has increased exponentially during the past several years, as consumers rely on handhelds for everything from news and weather to banking and purchases. What can we expect in the next few years? The way in which we interact with our devices will fundamentally change, as businesses leverage Artificial Intelligence. We already see this taking shape as businesses leverage AI for cost savings and customer responsiveness. This trend will continue, as AI is used for more sophistica...
SYS-CON Events announced today that SourceForge has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. SourceForge is the largest, most trusted destination for Open Source Software development, collaboration, discovery and download on the web serving over 32 million viewers, 150 million downloads and over 460,000 active development projects each and every month.
There is a huge demand for responsive, real-time mobile and web experiences, but current architectural patterns do not easily accommodate applications that respond to events in real time. Common solutions using message queues or HTTP long-polling quickly lead to resiliency, scalability and development velocity challenges. In his session at 21st Cloud Expo, Ryland Degnan, a Senior Software Engineer on the Netflix Edge Platform team, will discuss how by leveraging a reactive stream-based protocol,...
Today most companies are adopting or evaluating container technology - Docker in particular - to speed up application deployment, drive down cost, ease management and make application delivery more flexible overall. As with most new architectures, this dream takes significant work to become a reality. Even when you do get your application componentized enough and packaged properly, there are still challenges for DevOps teams to making the shift to continuous delivery and achieving that reducti...
SYS-CON Events announced today that Daiya Industry will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Daiya Industry specializes in orthotic support systems and assistive devices with pneumatic artificial muscles in order to contribute to an extended healthy life expectancy. For more information, please visit https://www.daiyak...
SYS-CON Events announced today that Nihon Micron will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Nihon Micron Co., Ltd. strives for technological innovation to establish high-density, high-precision processing technology for providing printed circuit board and metal mount RFID tags used for communication devices. For more inf...
SYS-CON Events announced today that Massive Networks, that helps your business operate seamlessly with fast, reliable, and secure internet and network solutions, has been named "Exhibitor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. As a premier telecommunications provider, Massive Networks is headquartered out of Louisville, Colorado. With years of experience under their belt, their team of...
SYS-CON Events announced today that Suzuki Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Suzuki Inc. is a semiconductor-related business, including sales of consuming parts, parts repair, and maintenance for semiconductor manufacturing machines, etc. It is also a health care business providing experimental research for...
"Our strategy is to focus on the hyperscale providers - AWS, Azure, and Google. Over the last year we saw that a lot of developers need to learn how to do their job in the cloud and we see this DevOps movement that we are catering to with our content," stated Alessandro Fasan, Head of Global Sales at Cloud Academy, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
21st International Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Me...
Enterprises are moving to the cloud faster than most of us in security expected. CIOs are going from 0 to 100 in cloud adoption and leaving security teams in the dust. Once cloud is part of an enterprise stack, it’s unclear who has responsibility for the protection of applications, services, and data. When cloud breaches occur, whether active compromise or a publicly accessible database, the blame must fall on both service providers and users. In his session at 21st Cloud Expo, Ben Johnson, C...
Many organizations adopt DevOps to reduce cycle times and deliver software faster; some take on DevOps to drive higher quality and better end-user experience; others look to DevOps for a clearer line-of-sight to customers to drive better business impacts. In truth, these three foundations go together. In this power panel at @DevOpsSummit 21st Cloud Expo, moderated by DevOps Conference Co-Chair Andi Mann, industry experts will discuss how leading organizations build application success from all...
SYS-CON Events announced today that mruby Forum will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. mruby is the lightweight implementation of the Ruby language. We introduce mruby and the mruby IoT framework that enhances development productivity. For more information, visit http://forum.mruby.org/.