Attached files
file | filename |
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EX-1.1 - EX-1.1 - ONEOK Partners LP | d824176dex11.htm |
EX-5.1 - EX-5.1 - ONEOK Partners LP | d824176dex51.htm |
EX-8.1 - EX-8.1 - ONEOK Partners LP | d824176dex81.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 (Date of earliest event reported): November 19, 2014
ONEOK Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 1-12202 | 93-1120873 | ||
(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)
74103-4298
(Zip code)
(918) 588-7000
(Registrants 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 (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 November 19, 2014, ONEOK Partners, L.P., a Delaware limited partnership (the Partnership), entered into an Equity Distribution Agreement (the Agreement) with Citigroup Global Markets Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, a Manager and, collectively, the Managers). Pursuant to the terms of the Agreement, the Partnership may issue and sell from time to time through the Managers, the Partnerships common units representing limited partner interests having an aggregate offering price of up to $650,000,000 (the Common Units). Sales of the Common Units, if any, will be made by means of ordinary brokers transactions through the facilities of the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed by the Partnership and the Managers, by means of any other existing trading market for the Common Units or to or through a market maker other than on an exchange.
Under the terms of the Agreement, the Partnership may also sell Common Units to one or more of the Managers as principal for their own account at a price to be agreed upon at the time of sale. Any sale of Common Units to a Manager as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Manager.
The Partnership intends to use the net proceeds from any sales pursuant to the Agreement, after deducting Managers commissions and the Partnerships offering expenses, for general partnership purposes, which may include repaying or refinancing all or a portion of the Partnerships outstanding indebtedness and funding working capital, capital expenditures or acquisitions.
The Common Units will be issued pursuant to the Partnerships existing effective shelf registration statement on Form S-3 (Registration No. 333-198313).
The Agreement contains customary representations, warranties and agreements by the Partnership, indemnification obligations of the Partnership and the Managers, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. Legal opinions relating to the Common Units are filed herewith as Exhibits 5.1 and 8.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
1.1 | Equity Distribution Agreement, dated November 19, 2014, by and between ONEOK Partners, L.P., Citigroup Global Markets Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC. | |
5.1 | Opinion of Andrews Kurth LLP regarding legality of the Common Units. | |
8.1 | Opinion of Andrews Kurth LLP regarding tax matters. | |
23.1 | Consent of Andrews Kurth LLP (contained in Exhibits 5.1 and 8.1). |
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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 Partners, L.P. By: ONEOK Partners GP, L.L.C., its General Partner | ||||||
Date: November 19, 2014 | By: | /s/ Derek S. Reiners | ||||
Derek S. Reiners Senior Vice President, Chief Financial Officer and Treasurer |
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Exhibit Index
Exhibit |
Description | |
1.1 | Equity Distribution Agreement, dated November 19, 2014, by and between ONEOK Partners, L.P., Citigroup Global Markets Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC. | |
5.1 | Opinion of Andrews Kurth LLP regarding legality of the Common Units. | |
8.1 | Opinion of Andrews Kurth LLP regarding tax matters. | |
23.1 | Consent of Andrews Kurth LLP (contained in Exhibits 5.1 and 8.1). |
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