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ONEOK, Inc. Agrees to Purchase $650 Million of Common Units
Kayne Anderson Agrees to Purchase $100 Million of Common Units

ONEOK Partners, L.P. (OKS) today announced that it has agreed to sell approximately 21.5 million of its common units representing limited partner interests at a price of $30.17 per unit to ONEOK, Inc. (OKE), which is the parent company of ONEOK Partners GP, L.L.C., (General Partner), the sole general partner of ONEOK Partners. The common units will be sold to ONEOK, Inc. in a private placement.

In addition, ONEOK Partners will concurrently sell approximately 3.3 million of its common units at a price of $30.17 per unit to funds managed by Kayne Anderson Capital Advisors, L.P. (Kayne Anderson). The common units will be offered by ONEOK Partners in a registered direct offering pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission.

The net proceeds, after deducting offering expenses, are expected to be approximately $749 million. ONEOK Partners expects to use the proceeds to repay amounts outstanding under its commercial paper program and for general partnership purposes. The closing of the private placement with ONEOK, Inc. is not contingent upon the closing of the registered direct offering with Kayne Anderson.

ONEOK, Inc. also will contribute approximately $15.3 million on behalf of the General Partner to maintain its 2 percent general partner interest.

When the common unit offerings are complete, ONEOK Partners will have 285.8 million units outstanding, which includes 212.8 million common units and 73.0 million Class B units. ONEOK, Inc. and the General Partner, will increase its aggregate ownership interest in the partnership to 41.2 percent from 36.8 percent.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

“This equity issuance to ONEOK, Inc. and one of our largest institutional unitholders is expected to satisfy ONEOK Partners’ equity needs for the remainder of 2015 and well into 2016,” said Terry K. Spencer, president and chief executive officer of ONEOK Partners.

ONEOK Partners expects to obtain a greater than 1.0 times coverage of cash distributions in 2016.

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.

ONEOK Partners, L.P. (pronounced ONE-OAK) (OKS) is one of the largest publicly traded master limited partnerships in the United States 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 and is a leader in the gathering, processing, storage and transportation of natural gas in the U.S. Its general partner is a wholly owned subsidiary of ONEOK, Inc. (OKE), a pure-play publicly traded general partner, which owns 36.8 percent of the overall partnership interest, as of June 30, 2015.

ONEOK Announces $500 Million Notes Offering

ONEOK, Inc. (OKE) today announced an offering to sell $500 million of senior notes. The notes will be issued under ONEOK’s existing shelf registration statement previously filed with the U.S. Securities and Exchange Commission.

ONEOK expects to use the net proceeds from this offering and cash on hand to purchase additional common units from ONEOK Partners, L.P. (OKS) in a private placement. Funds managed by Kayne Anderson Capital Advisors, L.P. have agreed to purchase $100 million of common units from ONEOK Partners concurrently with ONEOK’s purchase. Following the common units purchases, ONEOK, which is the sole general partner of ONEOK Partners, will increase its ownership percentage to 41.2 percent from 36.8 percent.

The sole book-running manager for the offering is Citigroup.

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 U.S. Securities and Exchange Commission.  ONEOK 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 from:

Citigroup Global Markets Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Phone: (800) 831-9146
Email: prospectus@citi.com

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of June 30, 2015, owns 36.8 percent of ONEOK Partners, L.P. (OKS), one of the largest publicly traded master limited partnerships, which 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.  ONEOK is a FORTUNE 500 company and is included in Standard & Poor’s (S&P) 500 Stock Index.