Filed Pursuant to Rule 433
Registration No. 333-272782
September 10, 2024
ONEOK, INC.
PRICING TERM SHEET
$7,000,000,000
$1,250,000,000 4.250% Notes due 2027
$600,000,000 4.400% Notes due 2029
$1,250,000,000 4.750% Notes due 2031
$1,600,000,000 5.050% Notes due 2034
$1,500,000,000 5.700% Notes due 2054
$800,000,000 5.850% Notes due 2064
Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the preliminary prospectus supplement dated September 10, 2024 (the “Preliminary Prospectus Supplement”).
| Issuer: | ONEOK, Inc. |
| Guarantors: | ONEOK Partners, L.P. ONEOK Partners Intermediate Limited Partnership Magellan Midstream Partners, L.P. |
| Security Type: | Senior Unsecured Notes |
| Expected Ratings:* | Baa2 / BBB / BBB |
| Pricing Date: | September 10, 2024 |
| Settlement Date**: | September 24, 2024 (T+10) |
| 4.250% Notes due 2027 | 4.400% Notes due 2029 | 4.750% Notes due 2031 | 5.050% Notes due 2034 | 5.700% Notes due 2054 | 5.850% Notes due 2064 | |
| Maturity Date: | September 24, 2027 | October 15, 2029 | October 15, 2031 | November 1, 2034 | November 1, 2054 | November 1, 2064 |
| Principal Amount: | $1,250,000,000 | $600,000,000 | $1,250,000,000 | $1,600,000,000 | $1,500,000,000 | $800,000,000 |
| Benchmark Treasury: | 3.75% due August 15, 2027 |
3.625% due August 31, 2029 |
3.750% due August 31, 2031 |
3.875% due August 15, 2034 |
4.625% due May 15, 2054 |
4.625% due May 15, 2054 |
| Benchmark Treasury Price / Yield: | 100-25 ¼ / 3.463% | 100-29 ¼ / 3.423% | 101-12+ / 3.523% | 101-30 / 3.640% | 111-12 / 3.969% | 111-12 / 3.969% |
| Re-offer Spread to Benchmark Treasury: | + 80 bps | + 100 bps | + 130 bps | + 145 bps | + 175 bps | + 190 bps |
| Yield to Maturity: | 4.263% | 4.423% | 4.823% | 5.090% | 5.719% | 5.869% |
| Coupon: | 4.250% | 4.400% | 4.750% | 5.050% | 5.700% | 5.850% |
| Public Offering Price: | 99.964% of the principal amount | 99.894% of the principal amount | 99.564% of the principal amount | 99.679% of the principal amount | 99.719% of the principal amount | 99.698% of the principal amount |
| Redemption Provisions: | |
| Special Mandatory Redemption: | |
| If (i) the consummation of the EnLink Transaction does not occur on or before the EnLink Outside Date, (ii) prior to the EnLink Outside Date, the EnLink Purchase Agreement is terminated or (iii) the issuer otherwise notifies the trustee in writing that the issuer will not pursue the consummation of the EnLink Transaction, the issuer will be required to redeem the 2027 notes, the 2029 notes and 2031 notes at a special mandatory redemption price equal to 101% of the principal amount of the notes to be redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date. |
| Make-Whole Call: | T + 15 bps (prior to August 24, 2027) | T + 15 bps (prior to September 15, 2029) | T + 20 bps (prior to August 15, 2031) | T + 25 bps (prior to August 1, 2034) | T + 30 bps (prior to May 1, 2054) | T + 30 bps (prior to May 1, 2064) |
| Par Call: | On or after August 24, 2027 (one month prior to maturity) |
On or after September 15, 2029 (one month prior to maturity) |
On or after August 15, 2031 (two months prior to maturity) |
On or after August 1, 2034 (three months prior to maturity) |
On or after May 1, 2054 (six months prior to maturity) |
On or after May 1, 2064 (six months prior to maturity) |
| Interest Payment Dates: | March 24 and September 24, commencing March 24, 2025 | April 15 and October 15, commencing April 15, 2025 | April 15 and October 15, commencing April 15, 2025 | May 1 and November 1, commencing May 1, 2025 | May 1 and November 1, commencing May 1, 2025 | May 1 and November 1, commencing May 1, 2025 |
| CUSIP / ISIN: |
682680 CB7 / US682680CB72 |
682680 CC5 / US682680CC55 |
682680 CD3 / US682680CD39 |
682680 CE1 / US682680CE12 |
682680 CF8 / US682680CF86 |
682680 CG6 / US682680CG69 |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Goldman Sachs & Co. LLC Barclays Capital Inc. BofA Securities, Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Siebert Williams Shank & Co., LLC |
| Co-Managers: | CIBC World Markets Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. U.S. Bancorp Investments, Inc. |
| Academy Securities, Inc. BOK Financial Securities, Inc. Loop Capital Markets LLC R. Seelaus & Co., LLC |
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| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. |
| ** | We expect delivery of the notes will be made against payment therefor on or about the settlement date specified in this pricing term sheet, which will be the tenth business day following the date of pricing (such settlement being referred to as “T+10”). Pursuant to Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market are generally required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to one business day before their delivery will be required, by virtue of the fact that the notes will initially settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on any date prior to one business day before their delivery should consult their advisors. |
The issuer has filed a registration statement (including a base prospectus) and a Preliminary Prospectus Supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement for this offering, the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533; Goldman Sachs & Co. LLC toll-free at 1-866-471-2526; Barclays Capital Inc., at 1-888-603-5847; BofA Securities, Inc. toll-free: at 1-800-294-1322; and Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
No PRIIPs KID. Not for retail investors in the EEA or the UK. No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another electronic system.
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