8-KRegulation FDExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Regulation FD Disclosure (Feb 15, 2006)

Filed February 15, 2006For Securities:OKE

Summary

ONEOK, Inc. (OKE) filed an 8-K on February 15, 2006, reporting significant strategic transactions involving Northern Border Partners, L.P. (NBP). The company announced a multi-faceted deal where OKE will sell certain assets to NBP for $3 billion in cash and units. Concurrently, OKE will increase its general partnership interest in NBP to 100%, effectively acquiring full control of the partnership. Furthermore, NBP will divest a 20% interest in the Northern Border Pipeline Company to an affiliate of TransCanada Corporation. These transactions are expected to close by April 1, 2006, pending regulatory approvals and other conditions. In anticipation of these deals closing, both ONEOK and NBP have revised their 2006 earnings guidance upwards.

Key Highlights

  • 1ONEOK is selling certain assets to Northern Border Partners for $3 billion in cash and units.
  • 2ONEOK will increase its general partnership interest in Northern Border Partners to 100%, gaining full control.
  • 3Northern Border Partners will sell 20% of its interest in Northern Border Pipeline Company to a TransCanada affiliate.
  • 4The transactions are anticipated to close by April 1, 2006.
  • 5Regulatory approvals and other conditions are required for the closing of these deals.
  • 6ONEOK and Northern Border Partners have raised their 2006 earnings guidance in light of these anticipated transactions.

Frequently Asked Questions

ONEOK is selling certain assets to Northern Border Partners for a total consideration of $3 billion in cash and units.

ONEOK will increase its general partnership interest in Northern Border Partners to 100%, meaning it will have full ownership and control of the partnership.

Northern Border Partners will sell 20% of its interest in Northern Border Pipeline Company to an affiliate of TransCanada Corporation.

The closing of these transactions is expected to be completed by April 1, 2006, subject to regulatory approvals and other customary conditions.

In anticipation of the closing of these transactions, both ONEOK and Northern Border Partners have announced an increase in their 2006 earnings guidance.