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)
June 18, 2018
(Date of earliest event reported)
June 18, 2018

ONEOK, Inc.
(Exact name of registrant as specified in its charter)

Oklahoma
 
001-13643
 
73-1520922
(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))

In dicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company __

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.__



Item 1.01
 
Entry into a Material Definitive Agreement
 
 
 
 
 
Effective June 18, 2018, we entered into an extension agreement (the “Extension Agreement”) related to our $2.5 billion revolving credit agreement, dated as of April 18, 2017 (the “$2.5 Billion Credit Agreement”), with Citibank, N.A., as administrative agent, a swingline lender, a letter of credit issuer and a lender, and the other lenders, swingline lenders and letter of credit issuers parties thereto. The Extension Agreement extends the maturity date of the $2.5 Billion Credit Agreement from June 30, 2022, to June 30, 2023.

Some of the lenders under the $2.5 Billion Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for us, for which they received or will receive customary fees and expenses. Certain affiliates of the lenders under the $2.5 Billion Credit Agreement are underwriters of certain of our note and/or equity issuances. In addition, certain of the lenders under the $2.5 Billion Credit Agreement and their respective affiliates act as dealers in connection with our commercial paper programs.

All other terms and conditions of the $2.5 Billion Credit Agreement remain in full force and effect.

The foregoing description of the Extension Agreement is not complete and is in all respects subject to the actual provisions of the Extension 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 9.01
 
Financial Statements and Exhibits
 
 
 
 
(d)
Exhibits
 
 
 
Exhibit
Number
Description
 
 
 
10.1
 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
 
 
ONEOK, Inc.
 
 
 
 
Date:
June 18, 2018
By:
/s/ Walter S. Hulse III
 
 
 
Walter S. Hulse III
Chief Financial Officer and
Executive Vice President, Strategic Planning and Corporate Affairs




3
Exhibit 10.1


EXTENSION AGREEMENT
(Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)
This EXTENSION AGREEMENT (this “ Agreement ”) dated as of June 18, 2018 (the “ Extension Effective Date ”) is entered into by and among ONEOK, INC. , an Oklahoma corporation (“ Borrower ”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP , a Delaware limited partnership (“ Intermediate Partnership ”), and ONEOK PARTNERS, L.P. , a Delaware limited partnership, (“ Partners ”, and together with Intermediate Partnership, the “ Guarantors ”), the undersigned Lenders (as defined in the Credit Agreement) (the “ Consenting Lenders ”), and CITIBANK, N.A. , as Administrative Agent (in such capacity, the “ Administrative Agent ”), Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).

R E C I T A L S

A.      Reference is made to Credit Agreement effective as of April 18, 2017 among the Borrower, the Administrative Agent and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

B.      This Agreement is being executed to evidence Borrower’s requested extension of the Maturity Date from June 30, 2022 to June 30, 2023 pursuant to Section 2.15 of the Credit Agreement (the “ Extension ”).

C.      Each of the Consenting Lenders is entering into this Agreement in order to evidence its consent to the Extension.

NOW, THEREFORE, the parties hereto agree as follows:

1. Consent to Extension. Subject to the satisfaction of the conditions precedent set forth in Paragraph 2 below, each Consenting Lender hereby consents to the Extension, and effective as of the Extension Effective Date, the Maturity Date applicable to each Consenting Lender is June 30, 2023.

2.      Conditions Precedent to Effectiveness. This Agreement and the Extension shall be effective as of the date hereof, provided that the Administrative Agent shall have received the following (a) counterparts of this Agreement, executed by the Borrower, the Guarantors, and Lenders holding more than 50% of the Aggregate Commitments (calculated in accordance with Section 2.15 of the Credit Agreement), (b) a certificate of the Borrower dated as of the date hereof containing the certifications required by Section 2.15(f)(i) of the Credit Agreement, and (c) a fee in the amount separately agreed by the Borrower, for the account of each Consenting Lender.

3.      Affirmation and Ratification of Loan Documents. The Borrower and the Guarantors each hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by the Extension), (b) agrees that all of its obligations and covenants under each Loan Document to which it is a party shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document to which it is a party (as modified by the Extension) shall remain in full force and effect. This Agreement is a Loan Document.

4.      Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be executed in any number of counterparts, and by the


different parties hereto on separate counterparts, with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manual executed counterpart.

5.      ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE COTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages to Follow]






IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

ONEOK, INC.


By:
/s/ Walter S. Hulse III
Name:
Walter S. Hulse III
Title:
Chief Financial Officer, Executive Vice
President, Strategic Planning and Corporate Affairs
 
 
ONEOK PARTNERS, L.P.

By:
ONEOK Partners GP, L.L.C., its
sole general partner
 
 
By:
/s/ Walter S. Hulse III
Name:
Walter S. Hulse III
Title:
Chief Financial Officer, Executive Vice
President, Strategic Planning and Corporate Affairs
 
 
ONEOK PARTNERS INTERMEDIATE
LIMITED PARTNERSHIP

By:
ONEOK ILP GP, L.L.C.,
its sole General Partner
 
 
By:
/s/ Walter S. Hulse III
Name:
Walter S. Hulse III
Title:
Chief Financial Officer, Executive Vice
President, Strategic Planning and Corporate Affairs



Signature Page
to Extension Agreement





CITIBANK, N.A. ,
as Administrative Agent

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



Signature Page
to Extension Agreement





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

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



Signature Page
to Extension Agreement





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

 
 
By:
/s/ Sydney G. Dennis
 
Name:
Title:
Sydney G. Dennis
Director



Signature Page
to Extension Agreement





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

 
 
By:
/s/ Orlando Castaneda
 
Name:
Title:
Orlando Castaneda
Authorized Officer



Signature Page
to Extension Agreement





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

 
 
By:
/s/ Kimberly Miller
 
Name:
Title:
Kimberly Miller
Vice President



Signature Page
to Extension Agreement





MIZUHO BANK, LTD. ,
as a Lender and L/C Issuer

 
 
By:
/s/ Donna DeMagistris
 
Name:
Title:
Donna DeMagistris
Authorized Signatory



Signature Page
to Extension Agreement





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

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






Signature Page
to Extension Agreement





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

 
 
By:
/s/ Amy Marchbanks
 
Name:
Title:
Amy Marchbanks
Assistant Vice President



Signature Page
to Extension Agreement





CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH,
as a Lender

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



Signature Page
to Extension Agreement





THE BANK OF NOVA SCOTIA,
HOUSTON BRANCH
as a Lender

 
 
By:
/s/ Alfredo Brahim
 
Name:
Title:
Alfredo Brahim
Director



Signature Page
to Extension Agreement





THE TORONTO-DOMINION BANK, NEW YORK
BRANCH
as a Lender

 
 
By:
/s/ SAVO BOZIC
 
Name:
Title:
SAVO BOZIC
AUTHORIZED SIGNATORY



Signature Page
to Extension Agreement





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

 
 
By:
/s/ Stephen W.Warfel
 
Name:
Title:
Stephen W. Warfel
Managing Director



Signature Page
to Extension Agreement





GOLDMAN SACHS BANK USA,
as a Lender

 
 
By:
/s/ Rebecca Kratz
 
Name:
Title:
Rebecca Kratz
Authorized Signatory



Signature Page
to Extension Agreement





PNC BANK, NATIONAL ASSOCIATION,
as a Lender

 
 
By:
/s/ Stephen Monto
 
Name:
Title:
Stephen Monto
Senior Vice President



Signature Page
to Extension Agreement





U.S BANK NATIONAL ASSOCIATION,
as a Lender

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



Signature Page
to Extension Agreement





BRANCH BANKING AND TRUST COMPANY ,
as a Lender

 
 
By:
/s/ Lincoln LaCour
 
Name:
Title:
Lincoln LaCour
Vice President



Signature Page
to Extension Agreement





DEUTSCHE BANK AG NEW YORK BRANCH ,
as a Lender
 
 
By:
/s/ Ming K Chu
 
Name:
Title:
Ming K Chu
Director
 
 
 
By:
/s/ Virginia Cosenza
 
Name:
Title:
Virginia Cosenza
Vice President


Signature Page
to Extension Agreement





ROYAL BANK OF CANADA,
as a Lender

 
 
By:
/s/ James R. Allred
 
Name:
Title:
James R. Allred
Authorized Signatory



Signature Page
to Extension Agreement





SUMITOMO MITSUI BANKING CORPORATION,
as a Lender

 
 
By:
/s/ James D. Weinstein
 
Name:
Title:
James D. Weinstein
Managing Director



Signature Page
to Extension Agreement





REGIONS BANK,
as a Lender

 
 
By:
/s/ Brian Walsh
 
Name:
Title:
Brian Walsh
Director



Signature Page
to Extension Agreement





BOKF NA, DBA BANK OF OKLAHOMA,
as a Lender

 
 
By:
/s/ Nick Cooper
 
Name:
Title:
Nick Cooper
Senior Vice President



Signature Page
to Extension Agreement





ARVEST BANK ,
as a Lender

 
 
By:
/s/ Rick Gaut
 
Name:
Title:
Rick Gaut
SVP, Commercial Loan Manager




Signature Page
to Extension Agreement