8-KMaterial AgreementsRegulation FDExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Material Agreement (Jun 14, 2012)

Filed June 14, 2012For Securities:OKE

Summary

ONEOK Inc. (OKE) has entered into an Accelerated Share Repurchase (ASR) Agreement with Goldman, Sachs & Co. for $150 million to repurchase its common stock. This ASR is part of a larger, board-authorized three-year stock repurchase program initially valued at $750 million, with a limit of $300 million per calendar year. As of this filing, following prior repurchases, approximately $300 million remains authorized under the program, with a maximum of $150 million potentially purchasable in 2012. This significant repurchase activity indicates management's confidence in the company's valuation and its commitment to returning capital to shareholders. Investors should note that the final number of shares repurchased will be determined by the volume-weighted average price during the repurchase period, with provisions for additional share deliveries or cash payments under certain conditions. The company also issued a press release on June 12, 2012, to disclose this agreement.

Key Highlights

  • 1ONEOK entered into a $150 million Accelerated Share Repurchase (ASR) Agreement with Goldman, Sachs & Co.
  • 2The ASR Agreement was executed on June 11, 2012, with a $150 million payment made on June 12, 2012.
  • 3Approximately 3.6 million shares were repurchased, with 80% received immediately.
  • 4The ASR is part of a broader $750 million three-year stock repurchase program authorized in October 2010.
  • 5The program has an annual purchase limit of $300 million.
  • 6Following this transaction and prior repurchases, approximately $300 million remains authorized under the program.
  • 7A maximum of $150 million can be repurchased in 2012 under the existing authorization.
  • 8The final share count is subject to volume-weighted average pricing and other terms of the ASR agreement.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose ONEOK's entry into a material definitive agreement concerning a $150 million Accelerated Share Repurchase (ASR) with Goldman, Sachs & Co. It also provides details about the ongoing stock repurchase program.

ONEOK made a $150 million payment and repurchased approximately 3.6 million shares. The final number of shares repurchased will be based on the volume-weighted average price during the repurchase period, subject to other terms in the agreement. Goldman may need to deliver additional shares or ONEOK may make a cash payment at settlement.

This ASR is part of a previously authorized three-year stock repurchase program with a total authorization of up to $750 million. The program has an annual limit of $300 million. Following this $150 million ASR and prior repurchases, approximately $300 million remains authorized, with up to $150 million eligible for repurchase in 2012.

An Accelerated Share Repurchase (ASR) is a program where a company buys back its own stock directly from an investment bank (in this case, Goldman Sachs). The company typically pays the investment bank upfront, receives a substantial portion of the shares immediately, and the final number of shares is determined later based on market prices over a specified period. This allows companies to quickly reduce outstanding shares and return capital to shareholders.