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EX-10.1 - EX-10.1 - ONEOK Partners LP | d648732dex101.htm |
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) December 23, 2013
(Date of earliest event reported) December 20, 2013
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
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
¨ | 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 December 20, 2013, ONEOK Partners, L.P. (ONEOK Partners or we) entered into an amendment agreement (the Amendment Agreement) related to its Credit Agreement dated as of August 1, 2011, as modified by the Extension Agreement dated as of August 1, 2012 (as modified, the Existing Credit Agreement), with Citibank, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers parties thereto. The Amendment Agreement provides that the Existing Credit Agreement will be amended and restated in the form of the amended and restated credit agreement (the Amended and Restated Credit Agreement) attached as an annex to the Amendment Agreement upon the completion of ONEOK, Inc.s separation of its natural gas distribution business into a stand-alone, publicly traded company (the Separation Transaction), known as ONE Gas, Inc., and the satisfaction of the other conditions set forth in the Amendment Agreement (the date on which all such conditions are first satisfied, the Closing Date). The Amendment Agreement further provides that the Amended and Restated Credit Agreement will not take effect if the Separation Transaction has not been completed and the Amendment Agreements other conditions have not been satisfied by March 31, 2014.
The Amended and Restated Credit Agreement will be a $1.7 billion unsecured revolving credit facility, which will include a $100 million letter of credit subfacility and a $150 million swingline subfacility.
Under the terms of the Amended and Restated Credit Agreement, we will be able to request an increase in the commitments of up to an additional $700 million upon satisfaction of customary conditions, including receipt of commitments from either new lenders or increased commitments from existing lenders.
The Amended and Restated Credit Agreement will be available to provide liquidity for working capital, capital expenditures, acquisitions, mergers and for other general partnership purposes.
The Amended and Restated Credit Agreement contains various customary conditions to borrowing, and customary affirmative, negative and financial ratio maintenance covenants. The Amended and Restated Credit Agreement also contains various customary events of default, the occurrence of which could result in a termination of the lenders commitments and the acceleration of all of our obligations thereunder.
The Amended and Restated Credit Agreement will mature five years after the Closing Date. We will be able extend the maturity date, subject to the lenders consent, by one year up to two times.
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ONEOK Partners obligations under the Amended and Restated Credit Agreement will be unsecured and will be guaranteed by ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK Partners (the Intermediate Partnership). The Intermediate Partnerships guaranty will be evidenced by a guaranty agreement (the Guaranty Agreement) made by the Intermediate Partnership in favor of the Amended and Restated Credit Agreements administrative agent. The Guaranty Agreement will be the Intermediate Partnerships senior unsecured obligation and will rank equally in right of payment with all of the Intermediate Partnerships existing and future senior unsecured indebtedness. The terms of the Guaranty Agreement will be substantially similar to the Intermediate Partnerships guaranties of ONEOK Partners outstanding senior notes.
The foregoing description of the Amendment Agreement (including the Amended and Restated Credit Agreement) is not complete and is in all respects subject to the actual provisions of the Amendment 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 |
Description | |
10.1 | Amendment Agreement, dated as of December 20, 2013, among ONEOK Partners, L.P., Citibank, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers parties thereto (including the Amended and Restated Credit Agreement attached as an annex thereto). |
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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: December 23, 2013 | By: | /s/ Derek S. Reiners | ||||
Derek S. Reiners, Senior Vice President, Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Amendment Agreement, dated as of December 20, 2013, among ONEOK Partners, L.P., Citibank, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers parties thereto (including the Amended and Restated Credit Agreement attached as an annex thereto). |