How much debt is ONEOK issuing and on what terms?

ONEOK is issuing $3.0 billion of senior notes in three tranches: $750 million at 4.950% due 2032, $1.0 billion at 5.400% due 2035, and $1.25 billion at 6.250% due 2055. The notes are guaranteed by several ONEOK subsidiaries and affiliates.

When is the offering expected to close?

The offering is expected to close on or about August 12, 2025, subject to customary closing conditions.

Does this offering signal new growth spending or an acquisition?

Not based on this filing. The disclosed use of proceeds centers on repaying commercial paper and maturing notes, with any remainder for general corporate purposes. No acquisition or specific capital project is mentioned.

Are there any conflicts of interest involving the underwriters?

The filing discloses that several underwriters and their affiliates have provided and may continue to provide banking and advisory services to ONEOK, and that some are lenders under its credit facilities, dealers under its commercial paper program and holders of its senior notes. The trustee and an affiliate of the trustee are also lenders or Underwriter affiliates, respectively, in ONEOK's financing arrangements.

OKE 8-K: Material Agreements & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed August 8, 2025. Cited figures are marked; the original filing is the authoritative source.

ONEOK, Inc. (NYSE: OKE) disclosed in this 8-K, filed August 8, 2025, that it priced a $3.0 billion^a senior notes offering on August 6, 2025, with closing expected on or about August 12, 2025.

The offering comprises $750 million^b 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. Net proceeds are expected to be approximately $2.96 billion after underwriting discounts, commissions and offering expenses. ONEOK's subsidiaries ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., Elk Merger Sub II, L.L.C. and EnLink Midstream Partners, LP are guarantors of the notes.

The primary use of proceeds is refinancing. ONEOK intends to repay all outstanding commercial paper and to repay in full at maturity its senior notes due September 15, 2025, plus accrued interest. Any remaining proceeds are earmarked for general corporate purposes, which may include repaying or repurchasing or redeeming other existing debt.

For investors, the transaction is primarily a liability management and refinancing event that extends the maturity profile and replaces short-term commercial paper and near-term maturing debt with longer-dated fixed-rate notes, rather than a new growth or acquisition financing. The 2055 tranche's 6.250%^c coupon is a notable marker of the cost of long-dated capital for the company. The filing also notes that the underwriters and their affiliates have provided and may continue to provide commercial banking, advisory and other services to ONEOK, and that several underwriters are lenders under ONEOK's credit facilities, dealers under its commercial paper program and holders of its senior notes.

The trustee, U.S. Bank Trust Company, National Association, is a lender under ONEOK's credit facility. The Regulation FD press release (Exhibit 99.1) is furnished rather than filed. The filing contains no new financial results, guidance or earnings information.

02—Key points

Key Highlights

Priced a $3.0 billion senior notes offering on August 6, 2025, with closing expected on or about August 12, 2025.
Three tranches: $750M 4.950% notes due 2032, $1.0B 5.400% notes due 2035, and $1.25B 6.250% notes due 2055.
Expected net proceeds of approximately $2.96 billion after underwriting discounts, commissions and offering expenses.
Proceeds will first repay all outstanding commercial paper and the senior notes maturing September 15, 2025, with accrued interest.
Remaining proceeds may go to general corporate purposes, including repurchasing or redeeming existing notes.
Notes are guaranteed by ONEOK Partners, ONEOK Partners Intermediate, Magellan Midstream Partners, Elk Merger Sub II and EnLink Midstream Partners.
The filing discloses no new earnings, financial results or guidance; the offering is a refinancing and liability management event.

03—Questions

Frequently Asked Questions

How much debt is ONEOK issuing and on what terms?
ONEOK is issuing $3.0 billion of senior notes in three tranches: $750 million at 4.950% due 2032, $1.0 billion at 5.400% due 2035, and $1.25 billion at 6.250% due 2055. The notes are guaranteed by several ONEOK subsidiaries and affiliates.
What will ONEOK do with the proceeds?
ONEOK plans to use the roughly $2.96 billion in net proceeds first to repay all outstanding commercial paper and to pay off at maturity its senior notes due September 15, 2025, plus accrued interest. Any remaining funds may be used for general corporate purposes, including repaying or repurchasing other existing debt.
When is the offering expected to close?
The offering is expected to close on or about August 12, 2025, subject to customary closing conditions.
Does this offering signal new growth spending or an acquisition?
Not based on this filing. The disclosed use of proceeds centers on repaying commercial paper and maturing notes, with any remainder for general corporate purposes. No acquisition or specific capital project is mentioned.
Are there any conflicts of interest involving the underwriters?
The filing discloses that several underwriters and their affiliates have provided and may continue to provide banking and advisory services to ONEOK, and that some are lenders under its credit facilities, dealers under its commercial paper program and holders of its senior notes. The trustee and an affiliate of the trustee are also lenders or Underwriter affiliates, respectively, in ONEOK's financing arrangements.

04—Continue

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