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News Release

ONEOK Partners Announces 7.0 Million Common Units Public Offering and 7.0 Million Common Units Private Placement

TULSA, Okla., Feb. 27, 2012 /PRNewswire/ -- ONEOK Partners, L.P. (NYSE: OKS) today announced a public offering of 7.0 million of its common units, representing limited partner interests, subject to market and other conditions. The units will be offered by ONEOK Partners pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission.

In addition, the partnership will concurrently sell 7.0 million of its common units to ONEOK, Inc. (NYSE: OKE) in a private placement.  ONEOK, Inc. and a subsidiary, which is the sole general partner of the partnership, currently own an aggregate 42.8 percent interest in the partnership.

ONEOK Partners expects to use the net proceeds from the common unit public offering and private placement to repay amounts outstanding under its $1.2 billion commercial paper program, to repay amounts on the maturity of its $350 million 5.9 percent senior notes due April 2012, for capital expenditures and for other general partnership purposes.

Barclays Capital, BofA Merrill Lynch, Citigroup, Morgan Stanley, UBS Investment Bank and Wells Fargo Securities are acting as joint book-running managers in the public offering. Deutsche Bank Securities, Goldman, Sachs & Co., J.P. Morgan and RBC Capital Markets are acting as co-managers. 

The partnership is expected to grant to the underwriters a 30-day option to purchase up to an additional 1,050,000 units to cover over-allotments, if any. The private placement of common units to ONEOK, Inc. will not be subject to an over-allotment option.

When the common unit public offering and private placement are complete, ONEOK Partners will have 217.8 million units outstanding, which includes 144.8 million common units and 73.0 million Class B units.  ONEOK, Inc. and a subsidiary, which is the sole general partner of the partnership, will increase their aggregate ownership interest in the partnership to 43.3 percent from 42.8 percent, assuming the over-allotment option is not exercised.

This news release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

A copy of the prospectus and prospectus supplement may be obtainedfrom the underwriters as follows:    

Barclays Capital         
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Phone: 888-603-5847
Email: Barclaysprospectus@broadridge.com

BofA Merrill Lynch
Attn: Prospectus Department
4 World Financial Center
New York, NY 10080
Email: dg.prospectus_requests@baml.com

Citigroup
Attn: Prospectus Department
Brooklyn Army Terminal
140 58th Street, 8th Floor
Brooklyn, NY 11220
Phone: 800-831-9146

Morgan Stanley & Co. LLC
Attn: Prospectus Department
180 Varick Street, 2nd Floor
New York, NY 10014
Phone: 866-718-1649
Email: prospectus@morganstanley.com

UBS Investment Bank
Attn: Prospectus Department
299 Park Avenue
New York, NY 10171
Phone: 888-827-7275

Wells Fargo Securities
Attn: Equity Syndicate Dept.
375 Park Avenue
New York, NY 10152
Phone: 800-326-5897
Email: cmclientsupport@wellsfargo.com  

ONEOK Partners, L.P. (NYSE: OKS) is one of the largest publicly traded master limited partnerships, 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 and Rocky Mountain regions with key market centers.  Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a diversified energy company, which owns 42.8 percent of the overall partnership interest.  ONEOK is one of the largest natural gas distributors in the United States, and its energy services operation focuses primarily on marketing natural gas and related services throughout the U.S. 

Some of the statements contained and incorporated in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Exchange Act, as amended.  The forward-looking statements relate to our anticipated financial performance, liquidity, management's plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters.  We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. 

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "should," "goal," "forecast," "guidance," "could," "may," "continue," "might," "potential," "scheduled" and other words and terms of similar meaning. 

One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. These and other risks are described in greater detail in Item 1A, Risk Factors, in our Annual Report on Form 10-K. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.

Analyst Contact: 

Andrew Ziola
918-588-7163

 

Media Contact: 

Megan Washbourne
918-588-7572

 

SOURCE ONEOK, Inc.