UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Date of report)
March 10, 2015
(Date of earliest event reported)
March 10, 2015

ONEOK PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware
 
1-12202
 
93-1120873
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)

74103
(Zip code)

(918) 588-7000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01
 
Entry into a Material Definitive Agreement.
 
 
 
 
 
On March 10, 2015, we entered into an Increase and Joinder Agreement (the “Increase Agreement”) with the lenders party thereto and Citibank, N.A., in its capacity as administrative agent (the “Administrative Agent”), pursuant to which the lenders thereto severally agreed to provide $700 million in aggregate incremental commitments under our existing revolving credit facility provided pursuant to the Amended and Restated Credit Agreement, effective as of January 31, 2014 (as amended, the “Credit Agreement”), by and among us, the several banks and other financial institutions party thereto and the Administrative Agent. After giving effect to the Increase Agreement, the commitments under the Credit Agreement will increase to $2.4 billion from $1.7 billion.

The foregoing description of the Increase Agreement is not complete and is in all respects subject to the actual provisions of the Increase Agreement, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein.
 
 
 
Item 7.01
 
Regulation FD Disclosure .
 
 
 
 
 
We issued a news release on March 10, 2015, announcing the Increase Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
 
 
 
Item 9.01
 
Financial Statements and Exhibits.
 
 
 
 
(d)
Exhibits
 
 
 
Exhibit
Number
Description
 
 
 
10.1
 
Increase and Joinder Agreement, dated as of March 10, 2015, among ONEOK Partners, L.P., Citibank, N.A., as administrative agent, and the other lenders parties thereto.
99.1
 
News release issued by ONEOK Partners, L.P., dated March 10, 2015.


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SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
 
 
ONEOK Partners, L.P.
 
 
 
 
 
 
 
By: ONEOK Partners GP, L.L.C., its
General Partner
 
 
 
 
Date:
March 10, 2015
By:
/s/ Derek S. Reiners
 
 
 
Derek S. Reiners, Senior Vice
President, Chief Financial
Officer and Treasurer



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EXHIBIT INDEX


Exhibit
Number
Description
 
 
 
10.1
 
Increase and Joinder Agreement, dated as of March 10, 2015, among ONEOK Partners, L.P., Citibank, N.A., as administrative agent, and the other lenders parties thereto.
99.1
 
News release issued by ONEOK Partners, L.P., dated March 10, 2015.



Exhibit 10.1


INCREASE AND JOINDER AGREEMENT
This INCREASE AND JOINDER AGREEMENT, dated as of March 10, 2015 (this “ Increase Joinder ”), with respect to the Amended and Restated Credit Agreement, effective as of January 31, 2014 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among ONEOK PARTNERS, L.P., a Delaware limited partnership (“ Borrower ”), the Lenders and L/C Issuers parties thereto, and CITIBANK, N.A., as administrative agent for the Lenders and L/C Issuers (in such capacity, the “ Administrative Agent ”) and as Swing Line Lender.
A. Section 2.16(a) of the Credit Agreement provides that Borrower may, from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) in an aggregate amount not to exceed $700.0 million, subject to the terms and conditions set forth therein.

B. Borrower desires to increase the Aggregate Commitments pursuant to Section 2.16(a) of the Credit Agreement in an aggregate principal amount of $700.0 million (the “ Commitment Increase ”).

C. Each Lender identified on the signature pages hereto desires to provide a portion of the Commitment Increase in the several amounts set forth on Schedule 2.01 hereto. As used herein (1) “ Existing Credit Agreement ” means the Credit Agreement as in effect prior to the effective date of this Increase Joinder, (2) “ Existing Lender ” means each Lender that is a party to this Increase Joinder that has a Commitment under the Existing Credit Agreement, (3) “ Increasing Lender ” means each Existing Lender whose dollar Commitment amount shown on Schedule 2.01 attached hereto is higher than its Commitment under the Existing Credit Agreement, and the term “ Increasing Lender ” shall also include each New Lender as herein defined, and (4) “ New Lender ” means each Lender that is a party to this Increase Joinder that is not a party to the Existing Credit Agreement.

D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

In consideration of the premises and the agreements, provisions and covenants contained herein, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:
Section 1. Increase and Joinder .

(a) This Increase Joinder is a “joinder agreement” referenced in Section 2.16(a) of the Credit Agreement. Administrative Agent and the Increasing Lenders hereby agree that the Commitment Increase shall become effective upon the satisfaction of the conditions set forth in Section 2 hereof (the date on which such conditions are satisfied, the “ Increase Effective Date ”).

(b) Effective as of the Increase Effective Date (i) each Increasing Lender’s Commitment shall be as set forth on Schedule 2.01 attached hereto, and (ii) Schedule 2.01 of the Credit Agreement is amended in its entirety to read as set forth in Schedule 2.01 attached hereto.

(c) Each New Lender represents and agrees as follows: (i) it shall be a “Lender” under and as defined in the Credit Agreement and shall have a Commitment in the amount set forth opposite its name on Schedule 2.01 attached hereto, (ii) it has received a copy of the Existing Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Increase Joinder, (iii) it has, independently and without reliance upon the Administrative Agent, any other agent, any Lender or any arranger, and based on such documents and information as it has deemed appropriate, made its own credit


analysis and decision to enter into this Increase Joinder, and (iv) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(d) After giving effect hereto on the Increase Effective Date, there shall be $0 of further capacity to effectuate an increase of Commitments pursuant to Section 2.16(a) of the Credit Agreement.

Section 2. Conditions Precedent . The occurrence of the Increase Effective Date is subject to the following conditions:

(a) the Administrative Agent shall have received signature pages for this Increase Joinder from Borrower, each Increasing Lender, the Swing Line Lender and each L/C Issuer;

(b) the Administrative Agent shall have received a Note executed by Borrower in favor of each New Lender requesting a Note;

(c) the Administrative Agent shall have received from Borrower a certificate, executed by the secretary or assistant secretary of General Partner and a certificate of a Responsible Officer of Borrower, each in conformity with Section 2.16(c)(i) and (ii) , respectively, of the Credit Agreement; and

(d) Borrower shall have paid to the Administrative Agent, for the benefit of each Increasing Lender, a fee in the amount separately agreed, and Borrower shall have paid to Citigroup Global Markets Inc. (“ CGMI ”) as lead arranger with respect to this Increase Joinder, such fees as Borrower and CGMI have separately agreed to.

Section 3. Representations and Warranties . Borrower represents and warrants to the Administrative Agent, Swing Line Lender, each of the Lenders and each L/C Issuer that this Increase Joinder is within Borrower’s organizational powers and has been duly authorized by all necessary organizational action on the part of Borrower. This Increase Joinder has been duly executed and delivered by Borrower and constitutes, a legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Increase Joinder and the incurrence by Borrower of indebtedness in the amount of the increased Commitments will not violate any Law in any material respect and will not violate or result in a default or require any consent or approval under any material Contractual Obligation to which Borrower is a party.

Section 4. Credit Agreement . Except as specifically provided hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the Increase Effective Date, any reference to the Credit Agreement in any Loan Document shall mean the Credit Agreement as modified hereby. This Increase Joinder is a Loan Document.

Section 5. Applicable Law . This Increase Joinder shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

Section 6. Counterparts . This Increase Joinder may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. Delivery of an executed signature page of this Increase Joinder by facsimile or “pdf file” transmission shall be effective as delivery of a manually executed counterpart hereof.


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Section 7. Expenses . Borrower agrees to reimburse the Administrative Agent for the reasonable out of pocket expenses incurred by it in connection with this Increase Joinder, including the reasonable fees, charges and disbursements of Haynes and Boone, LLP, counsel for the Administrative Agent.

Section 8. Headings . The Section headings used herein are for convenience of reference only, are not part of this Increase Joinder and are not to affect the construction of, or to be taken into consideration in interpreting, this Increase Joinder.

Section 9. Consent of L/C Issuers . The undersigned L/C Issuers consent to the addition of each New Lender.

[Signature pages to follow]


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IN WITNESS WHEREOF, the parties hereto have caused this Increase Joinder to be duly executed by their respective authorized officers as of the day and year first written above.
 
ONEOK PARTNERS, L.P.
 
 
 
 
By:
ONEOK Partners GP, L.L.C., its
sole general partner
 
 
 
 
By:
/s/ Derek S. Reiners
 
 
Derek S. Reiners
Senior Vice President, Chief Financial Officer
and Treasurer



































Signature Page to
Increase and Joinder Agreement






CITIBANK, N.A. ,
as Administrative Agent

By:
/s/ Maureen Maroney
 
Name:
Maureen Maroney
 
Title:
Vice President











































Signature Page to
Increase and Joinder Agreement






CITIBANK, N.A. ,
as a Lender, L/C Issuer and Swing Line Lender

By:
/s/ Maureen Maroney
 
Name:
Maureen Maroney
 
Title:
Vice President











































Signature Page to
Increase and Joinder Agreement






BANK OF AMERICA, N.A. ,
as a Lender and L/C Issuer

By:
/s/ Joseph Scott
 
Name:
Joseph Scott
 
Title:
Managing Director











































Signature Page to
Increase and Joinder Agreement






BARCLAYS BANK PLC ,
as a Lender and L/C Issuer

By:
/s/ Christine Aharonian
 
Name:
Christine Aharonian
 
Title:
Vice President











































Signature Page to
Increase and Joinder Agreement






JPMORGAN CHASE BANK, N.A. ,
as a Lender and L/C Issuer

By:
/s/ Darren Vanek
 
Name:
Darren Vanek
 
Title:
Executive Director











































Signature Page to
Increase and Joinder Agreement






MORGAN STANLEY BANK, N.A. ,
as a Lender and L/C Issuer

By:
/s/ Michael King
 
Name:
Michael King
 
Title:
Authorized Signatory











































Signature Page to
Increase and Joinder Agreement






THE ROYAL BANK OF SCOTLAND PLC ,
as a Lender and L/C Issuer

By:
/s/ John Preece
 
Name:
John Preece
 
Title:
Authorised Signatory











































Signature Page to
Increase and Joinder Agreement






UBS AG STAMFORD BRANCH ,
as a Lender and L/C Issuer

By:
/s/ Kenneth Chin
 
Name:
Kenneth Chin
 
Title:
Director

By:
/s/ Houssem Daly
 
Name:
Houssem Daly
 
Title:
Associate Director





































Signature Page to
Increase and Joinder Agreement






WELLS FARGO BANK, NATIONAL
ASSOCIATION ,
as a Lender and L/C Issuer

By:
/s/ Borden Tennant
 
Name:
Borden Tennant
 
Title:
Assistant Vice President










































Signature Page to
Increase and Joinder Agreement






BRANCH BANKING AND TRUST COMPANY ,
as a Lender

By:
/s/ Janet L. Wheeler
 
Name:
Janet L. Wheeler
 
Title:
Vice President











































Signature Page to
Increase and Joinder Agreement






CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH ,
as a Lender

By:
/s/ Nupur Kumar
 
Name:
Nupur Kumar
 
Title:
Authorized Signatory

By:
/s/ Samuel Miller
 
Name:
Samuel Miller
 
Title:
Authorized Signatory




































Signature Page to
Increase and Joinder Agreement






DEUTSCHE BANK AG NEW YORK BRANCH ,
as a Lender

By:
/s/ Virginia Cosenza
 
Name:
Virginia Cosenza
 
Title:
Vice President

By:
/s/ Scott Flieger
 
Name:
Scott Flieger
 
Title:
Managing Director





































Signature Page to
Increase and Joinder Agreement






GOLDMAN SACHS BANK USA ,
as a Lender

By:
/s/ Nicole Ferry-Lacchia
 
Name:
Nicole Ferry-Lacchia
 
Title:
Authorized Signatory











































Signature Page to
Increase and Joinder Agreement






PNC BANK NATIONAL ASSOCIATION ,
as a Lender

By:
/s/ M. Colin Warman
 
Name:
M. Colin Warman
 
Title:
Vice President











































Signature Page to
Increase and Joinder Agreement






ROYAL BANK OF CANADA ,
as a Lender


By:
/s/ Jason York
 
Name:
Jason York
 
Title:
Authorized Signatory










































Signature Page to
Increase and Joinder Agreement






THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. ,
as a Lender


By:
/s/ Todd Vaubel
 
Name:
Todd Vaubel
 
Title:
Vice President










































Signature Page to
Increase and Joinder Agreement






U.S. BANK NATIONAL ASSOCIATION ,
as a Lender

By:
/s/ John Prigge
 
Name:
John Prigge
 
Title:
Vice President











































Signature Page to
Increase and Joinder Agreement






ARVEST BANK ,
as a Lender

By:
/s/ Rick Gaut
 
Name:
Rick Gaut
 
Title:
Senior Vice President
Commercial Banker











































Signature Page to
Increase and Joinder Agreement


Exhibit 99.1

March 10, 2015
 
Analyst Contact:
T.D. Eureste
918-588-7167
 
 
Media Contact:
Stephanie Higgins
918-591-5026

ONEOK Partners Announces
Revolving Credit Facility Increase

TULSA, Okla. – March 10, 2015 – ONEOK Partners, L.P. (NYSE: OKS) today announced it has expanded its lender group and increased the commitments under its revolving credit facility to $2.4 billion from $1.7 billion.

The partnership’s lenders, a syndicate of 20 banks, led by Citibank, Bank of America, Barclays, JPMorgan Chase, Morgan Stanley, The Royal Bank of Scotland, UBS and Wells Fargo Bank approved the increase, which became effective March 10, 2015.

“The approval to increase the size of ONEOK Partners credit facility demonstrates the strong support from our bank syndicate group, resulting in increased liquidity and financial flexibility, which further enhances the partnership’s already strong balance sheet,” said Derek S. Reiners, ONEOK Partners senior vice president, chief financial officer and treasurer. “This increase to our existing facility will be used to support the partnership’s approximately $1.2 billion of capital expenditures in 2015, as well as our commercial paper program, working capital requirements and other general partnership purposes.”

The credit facility, which was originally entered into in January 2014, expires in January 2019.
ONEOK Partners, L.P. (pronounced ONE-OAK) (NYSE: OKS) is one of the largest publicly traded master limited partnerships in the United States and 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, Permian and Rocky Mountain regions with key market centers.  Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a pure-play, publicly traded general partner, which owns 37.8 percent of the overall partnership interest, as of Dec. 31, 2014. 

For more information, visit the website at www.oneokpartners.com .

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

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