425

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 (date of earliest event reported): May 26, 2023

 

ONEOK, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma	001-13643	73-1520922
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (18 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value of $0.01	OKE	New York Stock Exchange

Indicate 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

As previously disclosed, ONEOK, Inc., an Oklahoma corporation (NYSE: OKE) (“ONEOK”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Otter Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and a newly formed, wholly owned subsidiary of ONEOK, and Magellan Midstream Partners, L.P. (NYSE: MMP), a Delaware limited partnership (“Magellan”), pursuant to which Merger Sub will merge with and into Magellan, with Magellan continuing as the surviving entity and a wholly-owned subsidiary of ONEOK (the “Merger”).

On May 26, 2023, ONEOK entered into the First Amendment to Amended and Restated Credit Agreement (the “Amendment”), amending that certain Amended and Restated Credit Agreement dated as of June 10, 2022 (the “Credit Agreement”), among ONEOK, as borrower, ONEOK Partners Intermediate Limited Partnership and ONEOK Partners, L.P., each, as guarantors, Citibank, N.A., as administrative agent, and the lenders, swing line lenders and letter of credit issuers party thereto. The Amendment, among other things, provides that ONEOK may net (x) the cash and cash equivalent proceeds of note issuances intended to be applied to finance Specified Acquisitions (as defined in the Credit Agreement) including, for the avoidance of doubt, the Merger, pending such acquisitions, and (y) to the extent borrowings under the Credit Agreement are less than or equal to $100 million, unencumbered cash and cash equivalents held by ONEOK and its subsidiaries, in each case, for purposes of determining compliance with the Leverage Ratio (as defined in the Credit Agreement) in the Credit Agreement.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the copy of the Amendment filed herewith as Exhibit 10.1 and incorporated into this Item 1.01 by reference.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT:

In connection with the proposed Merger between ONEOK and Magellan, ONEOK intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) to register the shares of ONEOK’s common stock to be issued in connection with the proposed Merger. The Registration Statement will include a document that serves as a prospectus of ONEOK and joint proxy statement of ONEOK and Magellan (the “joint proxy statement/prospectus”), and each party will file other documents regarding the proposed Merger with the SEC. INVESTORS AND SECURITY HOLDERS OF ONEOK AND MAGELLAN ARE URGED TO CAREFULLY AND THOROUGHLY READ, WHEN THEY BECOME AVAILABLE, THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY ONEOK AND MAGELLAN WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONEOK AND MAGELLAN, THE PROPOSED MERGER, THE RISKS RELATED THERETO AND RELATED MATTERS.

After the Registration Statement has been declared effective, a definitive joint proxy statement/prospectus will be mailed to shareholders of ONEOK and unitholders of Magellan. Investors will be able to obtain free copies of the Registration Statement and the joint proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by ONEOK and Magellan with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by ONEOK, including the joint proxy statement/prospectus (when available), will be available free of charge from ONEOK’s website at www.oneok.com under the “Investors” tab. Copies of documents filed with the SEC by Magellan, including the joint proxy statement/prospectus (when available), will be available free of charge from Magellan’s website at www.magellanlp.com under the “Investors” tab.

1

PARTICIPANTS IN THE SOLICITATION:

ONEOK and certain of its directors, executive officers and other members of management and employees, Magellan, and certain of the directors, executive officers and other members of management and employees of Magellan GP, LLC, which manages the business and affairs of Magellan, may be deemed to be participants in the solicitation of proxies from ONEOK’s shareholders and the solicitation of proxies from Magellan’s unitholders, in each case with respect to the proposed Merger. Information about ONEOK’s directors and executive officers is available in ONEOK’s Annual Report on Form 10-K for the 2022 fiscal year filed with the SEC on February 28, 2023, and its definitive proxy statement for the 2023 annual meeting of stockholders filed with the SEC on April 5, 2023, and in the joint proxy statement/prospectus (when available). Information about Magellan’s directors and executive officers is available in its Annual Report on Form 10-K for the 2022 fiscal year and its definitive proxy statement for the 2023 annual meeting of unitholders, each filed with the SEC on February 21, 2023, and the joint proxy statement/prospectus (when available). Other information regarding the participants in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Merger when they become available. Shareholders of ONEOK, unitholders of Magellan, potential investors and other readers should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.

NO OFFER OR SOLICITATION:

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

FORWARD-LOOKING STATEMENTS:

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that ONEOK or Magellan expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed Merger, the expected closing of the proposed Merger and the timing thereof and as adjusted descriptions of the post-Transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including maintaining current ONEOK management, enhancements to investment-grade credit profile, an expected accretion to earnings and free cash flow, dividend payments and potential share repurchases, increase in value of tax attributes and expected impact on EBITDA. Information adjusted for the proposed Merger should not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the risk that ONEOK’s and Magellan’s businesses will not be integrated successfully; the risk that cost savings, synergies and growth from the proposed Merger may not be fully realized or may take longer to realize than expected; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the possibility that shareholders of ONEOK may not approve the issuance of new shares of ONEOK common stock in the proposed Merger or that shareholders of ONEOK or unitholders of Magellan may not approve the proposed Merger; the risk that a condition to closing of the proposed Merger may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the proposed Merger might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed Merger; the parties do not receive regulatory approval of the proposed Merger; the occurrence of any other event, change or other circumstances that could give rise to the termination of the merger agreement relating to the proposed Merger; the risk that ONEOK may not be able to secure the debt financing necessary to fund the cash consideration required for the proposed Merger; the risk that changes in ONEOK’s capital structure and governance could have adverse effects on the market value of its securities; the ability of ONEOK and Magellan to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on ONEOK’s and Magellan’s operating results and business generally; the risk the proposed Merger could distract management from ongoing business operations or cause ONEOK and/or Magellan to incur substantial costs; the risk that ONEOK may be unable to reduce expenses or access financing or liquidity; the impact of the COVID-19 pandemic, any related economic downturn and any related substantial decline in commodity prices; the risk of changes in governmental regulations or enforcement practices, especially with respect to environmental, health and safety matters; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond ONEOK’s or Magellan’s control, including those detailed in ONEOK’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are available on ONEOK’s website at www.oneok.com and on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, and those detailed in Magellan’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are available on Magellan’s website at www.magellanlp.com and on the website of the SEC. All forward-looking statements are based on assumptions that ONEOK and Magellan believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither ONEOK nor Magellan undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

2

Item 9.01. Financial Statements and Exhibits

10.1	First Amendment to Amended and Restated Credit Agreement dated as of May 26, 2023 by and among ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and ONEOK Partners, L.P., the lenders party thereto and Citibank, N.A., as administrative agent, swing line lender and L/C Issuer.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURES

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: May 26, 2023	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

4

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 26, 2023 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 party hereto 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 that certain Amended and Restated Credit Agreement dated as of June 10, 2022, among Borrower, the Administrative Agent and the Lenders, Swing Line Lenders and L/C Issuers party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. Borrower has requested certain amendments to the Credit Agreement as further set forth herein.

C. Administrative Agent and the Lenders party hereto have agreed, upon the following terms and conditions, to amend the Credit Agreement on and as of the Effective Date (as defined below).

NOW, THEREFORE, the parties hereto agree as follows:

1. Amendments to Credit Agreement.

(a) Section 1.01 of the Credit Agreement is hereby amended to amend and restate the following definition in its entirety to read as follows:

“Consolidated Net Total Debt” means, as of any date of determination, Consolidated Total Debt, less (without duplication) (a) to the extent Loans and/or Unreimbursed Amounts are outstanding in an aggregate principal amount not in excess of $100,000,000, the amount of all unencumbered cash and cash equivalents held by the Borrower and its Subsidiaries on the Borrower’s balance sheet (excluding, for the avoidance of doubt, Cash Collateral) and (b) the amount of all cash and cash equivalents which are proceeds of issuance of notes by the Borrower or any of its Subsidiaries and which are intended to be applied to finance any Specified Acquisition to the extent that such proceeds are held by the Borrower or any such Subsidiary in a segregated account pending such application (or pending the redemption of such notes, in the event that such Specified Acquisition is not consummated), until such time (in the case of this clause (b)) as such proceeds are released from such segregated account.

(b) Section 7.02(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that (i) such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and (ii) neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired), except in the case of this clause (ii) where such liability is incurred following, or substantially contemporaneously with, such new Subsidiary becoming a Guarantor);

2. Conditions Precedent to Effectiveness. This Agreement shall be effective as of the first date (the “Effective Date”) that the Administrative Agent shall have received counterparts of this Agreement, duly executed and delivered by Borrower, the Guarantors and the Required Lenders.

3. Representations and Warranties. Each Loan Party, as applicable, hereby represents and warrants to the Lenders that:

(a) the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date (except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality); and

(b) no Default or Event of Default exists on the date hereof after giving effect to this Agreement.

4. Affirmation and Ratification. Borrower and the Guarantors each hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by this Agreement), (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 this Agreement) shall remain in full force and effect. In furtherance and not in limitation of the foregoing, each Guarantor hereby consents to this Agreement. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Lenders (including the Swing Line Lenders) or the L/C Issuers under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. This Agreement is a Loan Document.

5. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; and (b) this Agreement may be executed in any number of counterparts, including both paper and electronic 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. This Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Administrative Agent of a manually-signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention.

6. GOVERNING LAW; WAIVER OF RIGHT TO TRIAL BY JURY. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 10.15(a) AND 10.16 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS.

7. 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 CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages Follow]

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

ONEOK, INC., as Borrower
By:	/s/ Walter S. Hulse III
Name:	Walter S. Hulse III
Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development
ONEOK PARTNERS, L.P., as a Guarantor 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, Treasurer and Executive Vice President, Investor Relations and Corporate Development
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, as a Guarantor 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, Treasurer and Executive Vice President, Investor Relations and Corporate Development

[Signature Page to First Amendment]

CITIBANK, N.A.,
as Administrative Agent
By:	/s/ Maureen Maroney
Name:	Maureen Maroney
Title:	Vice President
Arvest Bank,
as a Lender
By:	/s/ David Nickel
Name:	David Nickel
Title:	EVP
BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line Lender
By:	/s/ Megan Baqui
Name:	Megan Baqui
Title:	Director
THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,
as a Lender and L/C Issuer
By:	/s/ Joe Lattanzi
Name:	Joe Lattanzi
Title:	Managing Director
BARCLAYS BANK PLC,
as a Lender and L/C Issuer
By:	/s/ Sydney G. Dennis
Name:	Sydney G. Dennis
Title:	Director

[Signature Page to First Amendment]

BOKF NA, dba Bank of Oklahoma,
as a Lender
By:	/s/ J Nick Cooper
Name:	J Nick Cooper
Title:	Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
as a Lender
By:	/s/ Scott W. Danvers
Name:	Scott W. Danvers
Title:	Authorized Signatory
By:	/s/ Trudy Nelson
Name:	Trudy Nelson
Title:	Authorized Signatory
CITIBANK, N.A.,
as a Lender, L/C Issuer and Swing Line Lender
By:	/s/ Maureen Maroney
Name:	Maureen Maroney
Title:	Vice President
DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender
By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Director
By:	/s/ Marko Lukin
Name:	Marko Lukin
Title:	Vice President

[Signature Page to First Amendment]

GOLDMAN SACHS BANK USA,
as a Lender
By:	/s/ Robert Ehudin
Name:	Robert Ehudin
Title:	Authorized Signatory
JPMORGAN CHASE BANK, N.A.,
as a Lender and L/C Issuer
By:	/s/ Kyle Gruen
Name:	Kyle Gruen
Title:	Authorized Officer
MIZUHO BANK, LTD.,
as a Lender and L/C Issuer
By:	/s/ Edward Sacks
Name:	Edward Sacks
Title:	Executive Director
MUFG BANK, LTD.,
as a Lender and L/C Issuer
By:	/s/ Anastasiya Bykov
Name:	Anastasiya Bykov
Title:	Authorized Signatory
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Robert Downey
Name:	Robert Downey
Title:	Vice President

[Signature Page to First Amendment]

REGIONS BANK.,
as a Lender
By:	/s/ Cody Chance
Name:	Cody Chance
Title:	Managing Director
ROYAL BANK OF CANADA,
as a Lender
By:	/s/ Michael Sharp
Name:	Michael Sharp
Title:	Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By:	/s/ Jeffrey Cobb
Name:	Jeffrey Cobb
Title:	Director
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as a Lender and L/C Issuer
By:	/s/ Jonathan Schwartz
Name:	Jonathan Schwartz
Title:	Authorized Signatory
TRUIST BANK,
as a Lender
By:	/s/ Lincoln LaCour
Name:	Lincoln LaCour
Title:	Director

[Signature Page to First Amendment]

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Luke S. Fernie
Name:	Luke S. Fernie
Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender and L/C Issuer
By:	/s/ Nathan Starr
Name:	Nathan Starr
Title:	Director

[Signature Page to First Amendment]