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ONEOK Partners Announces $800 Million Notes Offering

TULSA, Okla., March 17, 2015 /PRNewswire/ — ONEOK Partners, L.P. (NYSE: OKS) today announced that it has priced an offering to sell $800 million of senior notes, consisting of $300 million of five-year senior notes at a coupon of 3.8 percent and $500 million of 10-year senior notes at a coupon of 4.9 percent.  The notes will be issued under the partnership’s existing shelf registration statement previously filed with the Securities and Exchange Commission.

The net proceeds, after deducting underwriting discounts and commissions, are expected to be $793.8 million.  ONEOK Partners expects to use the proceeds to repay amounts outstanding under its commercial paper program and for general partnership purposes.

The joint book-running managers for the offering are J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and U.S. Bancorp Investments, Inc.  ONEOK Partners expects the notes offering to close on March 20, 2015.

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 registration statement relating to the notes was previously filed with, and became effective under the rules of, the Securities and Exchange Commission. ONEOK Partners offered the notes to the public by means of a prospectus and prospectus supplement, which are part of the registration statement.

A copy of the prospectus and prospectus supplement may be obtained by contacting the joint book-running managers as follows:

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Investment Grade Syndicate Desk – 3rd floor
Phone: (212) 834-4533
Fax: (212) 834-6081

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Attention: Prospectus Group
Phone: (800) 503-4611

Mitsubishi UFJ Securities (USA), Inc.
1633 Broadway, 29th Floor
New York, New York 10019
Attention: Capital Markets Group
Phone: (877) 649-6848
Fax: (646) 434-3455

U.S. Bancorp Investments, Inc.
214 N. Tryon Street, 26th Floor
Charlotte, North Carolina 28202
Attention: High Grade Syndicate
Phone: (877) 558-2607
Fax: (877) 774-3462

ONEOK Partners, L.P. (pronounced ONE-OAK) (NYSE: OKS) is one of the largest publicly traded master limited partnerships in the United States 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, Permian and Rocky Mountain regions with key market centers.  Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a pure-play publicly traded general partner, which owns 37.8 percent of the overall partnership interest, as of Dec. 31, 2014.

Some of the statements contained and incorporated in this news release are forward-looking statements as defined under federal securities laws.  The forward-looking statements relate to our anticipated financial performance (including projected operating income, net income, capital expenditures, cash flow and projected levels of distributions), liquidity, management’s plans and objectives for our future growth projects and other future operations (including plans to construct additional natural gas and natural gas liquids pipelines and processing facilities and related cost estimates), 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 federal securities legislation and other applicable laws.  The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

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.  In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

  • the effects of weather and other natural phenomena, including climate change, on our operations, demand for our services and energy prices;
  • competition from other United States and foreign energy suppliers and transporters, as well as alternative forms of energy, including, but not limited to, solar power, wind power, geothermal energy and biofuels such as ethanol and biodiesel;
  • the capital intensive nature of our businesses;
  • the profitability of assets or businesses acquired or constructed by us;
  • our ability to make cost-saving changes in operations;
  • risks of marketing, trading and hedging activities, including the risks of changes in energy prices or the financial condition of our counterparties;
  • the uncertainty of estimates, including accruals and costs of environmental remediation;
  • the timing and extent of changes in energy commodity prices;
  • the effects of changes in governmental policies and regulatory actions, including changes with respect to income and other taxes, pipeline safety, environmental compliance, climate change initiatives and authorized rates of recovery of natural gas and natural gas transportation costs;
  • the impact on drilling and production by factors beyond our control, including the demand for natural gas and crude oil; producers’ desire and ability to obtain necessary permits; reserve performance; and capacity constraints on the pipelines that transport crude oil, natural gas and NGLs from producing areas and our facilities;
  • difficulties or delays experienced by trucks or pipelines in delivering products to or from our terminals or pipelines;
  • changes in demand for the use of natural gas, NGLs and crude oil because of market conditions caused by concerns about climate change;
  • conflicts of interest between us, our general partner, ONEOK Partners GP L.L.C., and related parties of ONEOK Partners GP L.L.C.;
  • the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which we have no control;
  • our indebtedness could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds and/or place us at competitive disadvantages compared with our competitors that have less debt or have other adverse consequences;
  • actions by rating agencies concerning the credit ratings of us or the parent of our general partner;
  • the results of administrative proceedings and litigation, regulatory actions, rule changes and receipt of expected clearances involving the any local, state or federal regulatory body, including the Federal Energy Regulatory Commission (the “FERC”), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration, the Environmental Protection Agency and Commodities Futures Trading Commission;
  • our ability to access capital at competitive rates or on terms acceptable to us;
  • risks associated with adequate supply to our gathering, processing, fractionation and pipeline facilities, including production declines that outpace new drilling or extended periods of ethane rejection;
  • the risk that material weaknesses or significant deficiencies in our internal control over financial reporting could emerge or that minor problems could become significant;
  • the impact and outcome of pending and future litigation;
  • the ability to market pipeline capacity on favorable terms, including the effects of:
    • future demand for and prices of natural gas, NGLs and crude oil;
    • competitive conditions in the overall energy market;
    • availability of supplies of Canadian and United States natural gas and crude oil; and
    • availability of additional storage capacity;
  • performance of contractual obligations by our customers, service providers, contractors and shippers;
  • the timely receipt of approval by applicable governmental entities for construction and operation of our pipeline and other projects and required regulatory clearances;
  • our ability to acquire all necessary permits, consents and other approvals in a timely manner, to promptly obtain all necessary materials and supplies required for construction, and to construct gathering, processing, storage, fractionation and transportation facilities without labor or contractor problems;
  • the mechanical integrity of facilities operated;
  • demand for our services in the proximity of our facilities;
  • our ability to control operating costs;
  • acts of nature, sabotage, terrorism or other similar acts that cause damage to our facilities or our suppliers’ or shippers’ facilities;
  • economic climate and growth in the geographic areas in which we do business;
  • the risk of a prolonged slowdown in growth or decline in the United States or international economies, including liquidity risks in United States or foreign credit markets;
  • the impact of recently issued and future accounting updates and other changes in accounting policies;
  • the possibility of future terrorist attacks or the possibility or occurrence of an outbreak of, or changes in, hostilities or changes in the political conditions in the Middle East and elsewhere;
  • the risk of increased costs for insurance premiums, security or other items as a consequence of terrorist attacks;
  • risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;
  • the impact of uncontracted capacity in our assets being greater or less than expected;
  • the ability to recover operating costs and amounts equivalent to income taxes, costs of property, plant and equipment and regulatory assets in our state and FERC-regulated rates;
  • the composition and quality of the natural gas and NGLs we gather and process in our plants and transport on our pipelines;
  • the efficiency of our plants in processing natural gas and extracting and fractionating NGLs;
  • the impact of potential impairment charges;
  • the risk inherent in the use of information systems in our respective businesses, implementation of new software and hardware, and the impact on the timeliness of information for financial reporting;
  • our ability to control construction costs and completion schedules of our pipelines and other projects; and
  • the risk factors listed in the reports we have filed and may file with the SEC, which are incorporated by reference.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements.  Other factors could also have material adverse effects on our future results.  These and other risks are described in greater detail in Part I, Item 1A, Risk Factors, in our most recent Annual Report and in our other filings that we make with the Securities and Exchange Commission (SEC), which are available on the SEC’s website at and our website at  All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors.  Any such forward-looking statement speaks only as of the date on which such statement is made, and, 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.

Important disclosures: The information provided herein is believed to be reliable; however, EnerCom, Inc. makes no representation or warranty as to its completeness or accuracy. EnerCom’s conclusions are based upon information gathered from sources deemed to be reliable. This note is not intended as an offer or solicitation for the purchase or sale of any security or financial instrument of any company mentioned in this note. This note was prepared for general circulation and does not provide investment recommendations specific to individual investors. All readers of the note must make their own investment decisions based upon their specific investment objectives and financial situation utilizing their own financial advisors as they deem necessary. Investors should consider a company’s entire financial and operational structure in making any investment decisions. Past performance of any company discussed in this note should not be taken as an indication or guarantee of future results. EnerCom is a multi-disciplined management consulting services firm that regularly intends to seek business, or currently may be undertaking business, with companies covered on Oil & Gas 360®, and thereby seeks to receive compensation from these companies for its services. In addition, EnerCom, or its principals or employees, may have an economic interest in any of these companies. As a result, readers of EnerCom’s Oil & Gas 360® should be aware that the firm may have a conflict of interest that could affect the objectivity of this note. The company or companies covered in this note did not review the note prior to publication.