Summary
This 8-K filing from ONEOK, Inc. (OKE) on March 2, 2012, reports on two material definitive agreements entered into on February 28, 2012, which are significant for investors interested in the relationship between the parent company and its master limited partnership, ONEOK Partners, L.P. Primarily, ONEOK, Inc. entered into a private placement agreement to purchase 8,000,000 common units of ONEOK Partners, L.P. for approximately $459.8 million. This transaction, conducted under Regulation D, aims to increase the parent company's stake in its subsidiary. Concurrently, ONEOK Partners, L.P. entered into an underwriting agreement for the public sale of 8,000,000 common units, with an option for an additional 1,200,000 units. These actions, detailed in Item 1.01, along with a Regulation FD disclosure in Item 7.01, indicate a strategic move by ONEOK, Inc. to bolster its ownership in the Partnership. The filing also notes that the general partner of ONEOK Partners, L.P. contributed approximately $19.1 million to maintain its 2% general partner interest, thereby increasing ONEOK's effective ownership to approximately 43.4%.
Key Highlights
- 1ONEOK, Inc. entered into a Common Unit Purchase Agreement to acquire 8,000,000 common units of ONEOK Partners, L.P. for approximately $459.8 million.
- 2The private placement transaction for ONEOK's unit purchase was made in reliance on Section 4(2) of the Securities Act and Regulation D, indicating a non-public offering.
- 3ONEOK Partners, L.P. entered into an Underwriting Agreement for a public offering of 8,000,000 common units, with an option for an additional 1,200,000 units.
- 4These transactions aim to increase ONEOK, Inc.'s ownership stake in ONEOK Partners, L.P.
- 5The general partner of ONEOK Partners, L.P. contributed $19.1 million to maintain its general partner interest.
- 6Following these transactions, ONEOK's total ownership interest in ONEOK Partners, L.P. increased to approximately 43.4%.