Bond ONEOX 6.35% ( US682680BE21 ) in USD

ONEOX

100 % ▼

United States

US682680BE21 ( in USD )

6.35% per year ( payment 2 times a year)

15/01/2031

Prospectus brochure of the bond ONEOK US682680BE21 en USD 6.35%, maturity 15/01/2031

2 000 USD

600 000 000 USD

682680BE2

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/01/2026 ( In 134 days )

ONEOK is a midstream energy company operating in the United States, primarily transporting and processing natural gas and natural gas liquids.

The Bond issued by ONEOX ( United States ) , in USD, with the ISIN code US682680BE21, pays a coupon of 6.35% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/01/2031

The Bond issued by ONEOX ( United States ) , in USD, with the ISIN code US682680BE21, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ONEOX ( United States ) , in USD, with the ISIN code US682680BE21, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d899396d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-219186
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Title of Each Class of
Amount to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Unit

Offering Price

Registration Fee(1)
5.850% Notes due 2026

$600,000,000

99.943%

$599,658,000

$77,835.61
Guarantees of 5.850% Notes due 2026

(2)

(2)

(2)

(2)
6.350% Notes due 2031

$600,000,000

99.667%

$598,002,000

$77,620.66
Guarantees of 6.350% Notes due 2031

(2)

(2)

(2)

(2)
7.150% Notes due 2051

$300,000,000

99.632%

$298,896,000

$38,796.70
Guarantees of 7.150% Notes due 2051

(2)

(2)

(2)

(2)
Total

$1,500,000,000

$1,496,556,000

$194,252.97

(1)
The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
(2)
No separate filing fee is required pursuant to Rule 457(n) under the Securities Act.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 6, 2017)
$1,500,000,000

ONEOK, Inc.
$600,000,000 5.850% Notes due 2026
$600,000,000 6.350% Notes due 2031
$300,000,000 7.150% Notes due 2051

We are offering $600,000,000 aggregate principal amount of our 5.850% notes due 2026 (the "2026 notes"), $600,000,000 aggregate principal amount of our 6.350% notes
due 2031 (the "2031 notes") and $300,000,000 aggregate principal amount of our 7.150% notes due 2051 (the "2051 notes"). In this prospectus supplement, the term "notes"
collectively refers to the 2026 notes, the 2031 notes and the 2051 notes.
The 2026 notes will bear interest at the rate of 5.850% per year and will mature on January 15, 2026. The 2031 notes will bear interest at the rate of 6.350% per year and
will mature on January 15, 2031. The 2051 notes will bear interest at the rate of 7.150% per year and will mature on January 15, 2051. Interest on the notes is payable on
January 15 and July 15 of each year, beginning on July 15, 2020. Interest on the notes will accrue from May 7, 2020. We may redeem the 2026 notes, the 2031 notes and the 2051
notes, in whole or in part, at any time at the redemption prices described under "Description of Notes--Optional Redemption."
The notes will be senior unsecured obligations of ours and will rank equally in right of payment with all of our existing and future unsecured senior debt.
The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of our subsidiaries. Each guarantee will rank equally in
right of payment with all of such guarantor's existing and future unsecured senior debt and other unsecured guarantees of senior debt. The notes and the guarantees will be
effectively junior to any secured indebtedness of ours or any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all
indebtedness and other obligations of our subsidiaries that do not guarantee the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement and
on page 7 of the accompanying base prospectus.

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Offering Price to
Underwriting
Proceeds to us

Public(1)

Discounts
Before Expenses
Per 2026 note

99.943%

0.600%

99.343%
Total

$
599,658,000
$
3,600,000
$
596,058,000
Per 2031 note

99.667%

0.650%

99.017%
Total

$
598,002,000
$
3,900,000
$
594,102,000
Per 2051 note

99.632%

0.875%

98.757%
Total

$
298,896,000
$
2,625,000
$
296,271,000

(1)
Plus accrued interest, if any, from May 7, 2020, if settlement occurs after that date.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will not be listed on any national securities exchange. Currently, there is no public market for the notes. We expect that the notes will be ready for delivery in
registered book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, S.A. and Euroclear
Bank SA/NV, as operator of the Euroclear System, against payment in New York, New York, on or about May 7, 2020.

Joint Book-Runners

Citigroup

BofA Securities

J.P. Morgan
Morgan Stanley
Wells Fargo Securities
Credit Suisse

RBC Capital Markets

Scotiabank
SMBC Nikko

SunTrust Robinson Humphrey

US Bancorp
Co-Manager
Tudor, Pickering, Holt & Co.
The date of this prospectus supplement is May 4, 2020.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-7
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
DESCRIPTION OF NOTES
S-12
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-22
UNDERWRITING (CONFLICTS OF INTEREST)
S-27
LEGAL MATTERS
S-35
EXPERTS
S-35
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-35
WHERE YOU CAN FIND MORE INFORMATION
S-38
INCORPORATION BY REFERENCE
S-38

Page
Prospectus

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
INCORPORATION BY REFERENCE

2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

3
ABOUT ONEOK

6
RISK FACTORS

7
USE OF PROCEEDS

8
RATIO OF EARNINGS TO FIXED CHARGES

9
DESCRIPTION OF DEBT SECURITIES

10
DESCRIPTION OF GUARANTEE OF DEBT SECURITIES

22
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DESCRIPTION OF CAPITAL STOCK

23
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE CONTRACT UNITS

29
DESCRIPTION OF DEPOSITARY SHARES

30
DESCRIPTION OF WARRANTS

32
PLAN OF DISTRIBUTION

33
LEGAL MATTERS

35
EXPERTS

35

S-i
Table of Contents
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the
accompanying base prospectus, which gives more general information, some of which may not apply to this offering of notes. Generally, when we refer
only to the "prospectus," we are referring to both parts combined. If information varies between this prospectus supplement and the accompanying base
prospectus, you should rely on the information in this prospectus supplement.
Any statement made in this prospectus supplement, the accompanying base prospectus or in a document incorporated or deemed to be incorporated
by reference into this prospectus supplement or the accompanying base prospectus will be deemed to be modified or superseded for purposes of this
prospectus supplement to the extent that a statement contained in this prospectus supplement, the accompanying base prospectus or in any other
subsequently filed document that is also incorporated by reference into this prospectus supplement modifies or supersedes that statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying
base prospectus. Please read "Where You Can Find More Information" and "Incorporation by Reference" in this prospectus supplement and the
accompanying base prospectus.
We have not, and the underwriters have not, authorized any dealer or other person to give any information or to make any representation
other than those contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus or in any free
writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus supplement and the accompanying base
prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they
relate, nor do this prospectus supplement or the accompanying base prospectus constitute an offer to sell or the solicitation of an offer to buy
securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume
that the information contained in this prospectus supplement or the accompanying base prospectus or in any free writing prospectus is accurate
on any date other than the respective date of such document.
Delivery of the notes will be made against payment therefor on or about the date specified in the last paragraph of the cover page of this
prospectus supplement, which will be the third business day following the date of pricing (such settlement being referred to as "T+3"). Pursuant
to Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market are generally
required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
notes on the day of pricing will be required, by virtue of the fact that the notes will initially settle in T+3, to specify an alternate settlement
arrangement at the time of any such trade to prevent a failed settlement.
For the purposes of this section, all references to Regulations or Directives include, in relation to the United Kingdom ("UK"), those Regulations or
Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law,
as appropriate.
Prohibition of Sales to European Economic Area ("EEA") and UK Retail Investors--The notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4 (1) of Directive 2014/65/EU (as amended, "MiFID
II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise
making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the notes or otherwise making them
available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.

S-ii
Table of Contents
MiFID II product governance--Any distributor subject to MiFID II subsequently offering, selling or recommending the notes is responsible for
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424B5
undertaking its own target market assessment in respect of the notes and determining the appropriate distribution channels for the purposes of the MiFID II
product governance rules under Commission Delegated Directive (EU) 2017/593 ("Delegated Directive"). Neither the Issuer nor any of the Underwriters
make any representations or warranties as to a Distributor's compliance with the Delegated Directive.

S-iii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information about ONEOK. It is not complete and does not contain all the information that you should consider
before investing in the notes. You should carefully read this prospectus supplement, the accompanying base prospectus and the other documents
incorporated by reference herein and therein to understand fully ONEOK, the terms of the notes and the tax and other considerations that are
important in making your investment decision. Please read "Risk Factors" and the other cautionary statements in this prospectus supplement, the
accompanying base prospectus, our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2020, each of which is incorporated by reference herein, for information regarding risks you should consider before
investing in the notes.
Unless we otherwise indicate or unless the context requires otherwise, all references in this prospectus supplement to "we," "our," "us," the
"Company," "ONEOK" or similar references mean ONEOK, Inc. and its consolidated subsidiaries and predecessors. References to "ONEOK
Partners" refer to ONEOK Partners, L.P., our wholly-owned subsidiary. References to the "Intermediate Partnership" refer to ONEOK Partners
Intermediate Limited Partnership, a wholly-owned subsidiary of ONEOK Partners, L.P.
ONEOK, Inc.
ONEOK is a corporation incorporated under the laws of the state of Oklahoma, and our common stock is listed on the New York Stock
Exchange, or NYSE, under the trading symbol "OKE." We are a leading midstream service provider and own one of the nation's premier natural gas
liquids (NGLs) systems, connecting NGL supply in the Rocky Mountain, Permian and Mid-Continent regions with key market centers and an
extensive network of natural gas gathering, processing, storage and transportation assets. We apply our core capabilities of gathering, processing,
fractionating, transporting, storing and marketing natural gas and NGLs through vertical integration across the midstream value chain to provide our
customers with premium services while generating consistent and sustainable earnings growth.
Our Principal Executive Offices
Our principal executive offices are located at 100 West Fifth Street, Tulsa, Oklahoma, 74103-4298, and our telephone number at that address is
(918) 588-7000. The information above concerning us is only a summary and does not purport to be comprehensive. We maintain a website at
www.oneok.com that provides information about our business and operations. Information contained on this website, however, is not incorporated
into or otherwise a part of this prospectus supplement or the accompanying base prospectus.
For a discussion of the impact of the coronavirus disease 2019 ("COVID-19") on our business, operations and financial condition, including the
risks associated with COVID-19, please see our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which is incorporated by
reference herein.

S-1
Table of Contents
The Offering
References to "we," "us" and "our" in this section titled "The Offering" refer to ONEOK, Inc. and not to any of its subsidiaries.

Issuer
ONEOK, Inc.

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Notes Offered
$600 million aggregate principal amount of 5.850% notes due 2026.

$600 million aggregate principal amount of 6.350% notes due 2031.

$300 million aggregate principal amount of 7.150% notes due 2051.

Maturity
The 2026 notes will mature on January 15, 2026.

The 2031 notes will mature on January 15, 2031.

The 2051 notes will mature on January 15, 2051.

Interest Rate
The 2026 notes will bear interest at the rate of 5.850% per annum, accruing from May 7,
2020.

The 2031 notes will bear interest at the rate of 6.350% per annum, accruing from May 7,

2020.

The 2051 notes will bear interest at the rate of 7.150% per annum, accruing from May 7,

2020.

Interest Payment Dates
Interest on the 2026 notes, the 2031 notes and the 2051 notes will be payable semi-annually
in arrears on January 15 and July 15 of each year, beginning on July 15, 2020, and at
maturity or, if applicable, upon their earlier redemption.

Optional Redemption
Prior to December 15, 2025 (one month prior to their maturity date) in the case of the 2026
notes, prior to October 15, 2030 (three months prior to their maturity date) in the case of the
2031 notes and prior to July 15, 2050 (six months prior to their maturity date) in the case of
the 2051 notes, we may redeem the notes of the applicable series, in whole or in part, at any
time and from time to time, at our option, at the redemption price described in this
prospectus supplement under "Description of Notes--Optional Redemption."

On or after December 15, 2025 (one month prior to their maturity date), we may redeem the
2026 notes, in whole or in part, at any time and from time to time, at a redemption price
equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid

interest to the redemption date. On or after October 15, 2030 (three months prior to their
maturity date), we may redeem the 2031 notes, in whole or in part, at any time and from
time to time, at a redemption price equal to 100% of the principal amount of the notes

S-2
Table of Contents
being redeemed plus accrued and unpaid interest to the redemption date. On or after July 15,
2050 (six months prior to their maturity date), we may redeem the 2051 notes, in whole or in

part, at any time and from time to time, at a redemption price equal to 100% of the principal
amount of the notes being redeemed plus accrued and unpaid interest to the redemption date.

Guarantees
The notes will be fully and unconditionally guaranteed, jointly and severally, on an
unsecured basis by ONEOK Partners and the Intermediate Partnership.

Ranking
The notes will be senior unsecured obligations and will rank equally with all of our other
existing and future unsecured senior debt and ONEOK Partners' existing and future
unsecured senior debt that we guarantee. The notes will be structurally subordinated to all
indebtedness and liabilities of our subsidiaries that do not guarantee the notes. As of the issue
date, only ONEOK Partners and the Intermediate Partnership will guarantee the notes. As of
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March 31, 2020, after giving effect to this offering, we and the guarantors would have had
approximately $14.5 billion of indebtedness. Assuming we had completed this offering on
March 31, 2020, after giving effect to the application of the net proceeds as described in "Use
of Proceeds" in this prospectus supplement, the notes and the guarantees would have been
structurally subordinated to approximately $19.4 million of outstanding indebtedness of our
non-guarantor subsidiaries.

The guarantee of the notes by ONEOK Partners and the Intermediate Partnership will be
senior unsecured obligations of ONEOK Partners and the Intermediate Partnership and will
rank equally with their guarantees of our $2.5 billion revolving credit agreement, our
$1.5 billion term loan facility, our approximately $8.9 billion of notes outstanding (excluding
the notes offered hereby), our $2.5 billion commercial paper program and certain of our
existing and future unsecured senior debt. The guarantee of the notes by ONEOK Partners

will also rank equally with its existing $4.1 billion of senior notes outstanding and certain of
its existing and future unsecured senior debt. Additionally, the guarantee of the notes by the
Intermediate Partnership will rank equally with its existing guarantee of ONEOK Partners'
outstanding senior notes and any unsecured senior debt that the Intermediate Partnership may
guarantee in the future. ONEOK Partners' and the Intermediate Partnership's guarantees will
be structurally subordinated to all indebtedness of our other subsidiaries that do not
guarantee the notes.

S-3
Table of Contents
Covenants
We will issue the notes under an indenture that contains covenants for your benefit. The
covenants restrict our ability, with certain exceptions, to:

· merge or consolidate with another entity or transfer all or substantially all of our property

and assets;

· incur liens; and

· enter into sale and leaseback transactions.

The indenture will not limit the amount of unsecured debt we or our subsidiaries may incur.
The indenture restricts our and certain of our subsidiaries' ability to incur secured

indebtedness (subject to certain exceptions) unless the same security is also provided for the
benefit of holders of the notes.

Use of Proceeds
We estimate the net proceeds from this offering, after deducting underwriting discounts and
our estimated offering expenses, will be approximately $1.48 billion. We anticipate using the
net proceeds from this offering to repay all outstanding borrowings under our term loan
facility and for general corporate purposes, which may include the repayment of other
existing indebtedness and the funding of capital expenditures. See "Use of Proceeds."

Further Issues
We may, at any time, without notice to or consent of the holders of the 2026 notes, the 2031
notes or the 2051 notes, create and issue further notes ranking equally and ratably in all
respects with the 2026 notes, the 2031 notes or the 2051 notes, as applicable, so that such
further notes will be consolidated and form a single series with the 2026 notes, the 2031
notes or the 2051 notes, as applicable, with the same terms as the applicable series of notes.
See "Description of Notes--Further Issues."

Conflicts of Interest
Certain of the underwriters and/or their affiliates are lenders under our $1.5 billion term loan
facility, lenders under our $2.5 billion revolving credit agreement and holders under our
$2.5 billion commercial paper program. As described in "Use of Proceeds," we anticipate
that the net proceeds of this offering will be used to repay all outstanding borrowings under
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424B5
our $1.5 billion term loan facility. Because more than 5% of the proceeds of this offering, not
including underwriting discounts and commissions, may be received by certain of the
underwriters and/or their affiliates, this offering is being conducted in compliance with the
requirements of FINRA Rule 5121, as administered by FINRA. Accordingly, the
underwriters will not confirm any sales to any account over which it exercises discretionary
authority without the specific written approval of the account holder. Pursuant to FINRA
Rule 5121, the appointment of a qualified independent underwriter is not necessary in
connection with this offering.

S-4
Table of Contents
Risk Factors
An investment in the notes involves risks. See "Risk Factors" in this prospectus supplement,
the accompanying base prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying base prospectus for a discussion of factors you
should carefully consider before deciding to invest in the notes.

Governing Law
The indenture and the notes will be governed by the laws of the State of New York.

Trustee
U.S. Bank National Association.

S-5
Table of Contents
Summary Consolidated Financial and Other Data
Set forth below is our summary historical consolidated financial data for the periods indicated. The operating data for the years ended
December 31, 2019 and 2018 has been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended
December 31, 2019, which is incorporated by reference into this prospectus supplement. The operating data for the three months ended March 31,
2020 and 2019 has been derived from our unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020, which is incorporated by reference into this prospectus supplement. In the opinion of our management, the unaudited interim data
includes normal recurring adjustments necessary for a fair statement of the results for these interim periods. Our summary historical results are not
necessarily indicative of results to be expected in future periods.
The summary financial data should be read together with, and is qualified in its entirety by reference to, our historical consolidated financial
statements, the accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are set
forth in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020, each of which is incorporated by reference herein.

Three Months

Years Ended December 31,

Ended March 31,

2018

2019

2019

2020

(thousands of dollars, except share and per share data)

Operating data:

Total revenues
$ 12,593,196 $ 10,164,367 $ 2,779,958 $ 2,136,672
Cost of sales and fuel

9,422,708
6,788,040 1,956,377 1,276,928
Operations and maintenance

803,146
863,708
207,251
175,096
Depreciation and amortization

428,557
476,535
114,158
132,353
Impairment charges

--
--
--
604,024
General taxes

103,922
119,156
33,490
31,944
(Gain) loss on sale of assets

(601)
2,575
(60)
(204)
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Operating income (loss)

1,835,464
1,914,353
468,742
(83,469)
Equity in net earnings from investments

158,383
154,541
43,481
44,627
Impairment of equity investments

--
--
--
(37,730)
Allowance for equity funds used during construction

7,962
64,815
12,441
15,409
Other income

674
27,058
9,360
8,522
Other expense

(14,928)
(18,003)
(3,462)
(3,995)
Interest expense (net of capitalized interest of $28,062 and $107,275 and $19,192
and $30,875, respectively)

(469,620)
(491,773)
(115,420)
(140,616)
Income (loss) before income taxes

1,517,935
1,650,991
415,142
(197,252)
Income tax (expense) benefit

(362,903)
(372,414)
(77,934)
55,395
Net income (loss)

1,155,032
1,278,577
337,208
(141,857)
Less: Net income attributable to noncontrolling interests

3,329
--
--
--
Net income (loss) attributable to ONEOK
$ 1,151,703 $ 1,278,577 $
337,208 $ (141,857)
Earnings (loss) per share of common stock

Net earnings (loss) per share, basic
$
2.80 $
3.09 $
0.82 $
(0.34)
Net earnings (loss) per share, diluted
$
2.78 $
3.07 $
0.81 $
(0.34)
Average shares (thousands)

Basic

411,485
413,560
412,908
414,282
Diluted

414,195
415,444
415,233
415,348
Dividends paid per share of common stock
$
3.245 $
3.53 $
0.86 $
0.935

S-6
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should carefully consider all of the information contained in this prospectus supplement, the
accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus as
provided under "Where You Can Find More Information," including our Annual Report on Form 10-K for the year ended December 31, 2019 and our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and the risk factors described under "Risk Factors" therein. This prospectus
supplement, the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying base
prospectus also contain forward-looking statements that involve risks and uncertainties. Please read "Cautionary Statement Regarding Forward-Looking
Statements" in this prospectus supplement and in the accompanying base prospectus. Our actual results could differ materially from those anticipated in
such forward-looking statements as a result of certain factors, including the risks described elsewhere in this prospectus supplement, the accompanying
base prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus. If any of these risks
occur, our business, financial condition or results of operation could be adversely affected.
Risks Related to the Notes
Our indebtedness and guarantee obligations could impair our financial condition and our ability to fulfill our obligations, including our obligations
under the notes.
As of March 31, 2020, prior to giving effect to this offering, we had total consolidated indebtedness of approximately $14.3 billion (exclusive of
unamortized debt issuance costs and discounts). See "Capitalization."
Our indebtedness and guarantee obligations could have significant consequences to you. For example, they could:

·
make it more difficult for us to satisfy our obligations with respect to the notes and our other indebtedness due to the increased debt-service

obligations, which could, in turn, result in an event of default on such other indebtedness or the notes;

·
impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or general business

purposes;

·
diminish our ability to withstand a downturn in our business or the economy;

·
require us to dedicate a substantial portion of our cash flows from operations to debt-service payments, reducing the availability of cash for

working capital, capital expenditures, acquisitions, dividends or general corporate purposes;

·
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

·
place us at a competitive disadvantage compared with our competitors that have proportionately less debt and fewer guarantee obligations.
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If we are unable to meet our debt-service obligations, we could be forced to restructure or refinance our indebtedness, seek additional equity capital
or sell assets. We may be unable to obtain financing or sell assets on satisfactory terms, or at all.
We are not prohibited under the indenture governing the notes from incurring additional indebtedness. Our incurrence of significant additional
indebtedness could exacerbate the negative consequences mentioned above and could materially adversely affect our ability to repay the notes.

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We have a holding company structure in which our subsidiaries and affiliates conduct our operations and own a substantial portion of our operating
assets, causing us to be dependent upon their distributions to make payments on the notes.
As we are a holding company, our subsidiaries and affiliates conduct our operations and own a substantial portion of our operating assets. As a
result, our ability to make required payments on the notes depends on the performance of our subsidiaries and their ability to make distributions, dividends,
loans or advances to us. The ability of our subsidiaries to make distributions, dividends, loans or advances to us may be restricted by, among other things,
future credit facilities, applicable state partnership laws and other laws and regulations. If we are unable to obtain the funds necessary to pay the principal
amount of the notes at maturity, we may be required to adopt one or more alternatives, such as a refinancing of the notes. We cannot assure you that we
would be able to refinance the notes on acceptable terms or at all.
As a result of our holding company structure, the notes will be structurally subordinated to liabilities and indebtedness of our subsidiaries other than
ONEOK Partners and the Intermediate Partnership, which will guarantee the notes, and effectively subordinated to any of our and the guarantors'
secured indebtedness to the extent of the assets securing such indebtedness.
A substantial portion of our operating assets are owned by our subsidiaries or our affiliates. The notes will not be guaranteed by our subsidiaries or
other affiliates, other than ONEOK Partners and the Intermediate Partnership, and our subsidiaries and such affiliates are not prohibited under the indenture
that will govern the notes from incurring additional indebtedness. As a result, holders of the notes will be structurally subordinated to claims of third-party
creditors, including holders of indebtedness, of these non-guarantor subsidiaries and such affiliates. Claims of those other creditors, including trade
creditors, secured creditors, governmental authorities, and holders of indebtedness or guarantees issued by our non-guarantor subsidiaries, will generally
have priority as to the assets of our non-guarantor subsidiaries over claims by the holders of the notes. As a result, rights of payment of holders of our
indebtedness, including the holders of the notes, will be structurally subordinated to all those claims of creditors of our non-guarantor subsidiaries.
Assuming we had completed this offering on March 31, 2020, after giving effect to the application of the net proceeds as described in "Use of Proceeds" in
this prospectus supplement, the notes and the guarantees would have been structurally subordinated to approximately $19.4 million of outstanding
indebtedness of our non-guarantor subsidiaries. In addition, if either of ONEOK Partners or the Intermediate Partnership is no longer our subsidiary or no
longer has any capital markets debt securities outstanding or guarantees any capital markets debt securities issued by us or the other guarantor, in each case
other than the notes, so long as no default or event of default under the indenture has occurred or is continuing, they will be released from their obligations
under the indenture, and its guarantees will no longer be in effect.
In addition, holders of our and the guarantors' secured indebtedness would have claims with respect to the assets constituting collateral for such
indebtedness that are prior to your claims under the notes or the guarantees. We do not currently have any secured indebtedness, but may have secured
indebtedness in the future. In the event of a default on such secured indebtedness or our bankruptcy, liquidation or reorganization, our assets would be
available to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the notes or the guarantees.
While the indenture governing the notes places some limitations on our ability to create liens, there are significant exceptions to these limitations,
including with respect to sale and leaseback transactions, which will allow us to secure some kinds of indebtedness without equally and ratably securing
the notes. To the extent the value of the collateral is not sufficient to satisfy the secured indebtedness, the holders of that indebtedness would be entitled to
share with the holders of the notes and the holders of other claims against us with respect to our other assets.

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Your ability to transfer the notes at a time or price you desire may be limited by the absence of an active trading market, which may not develop.
Each series of notes is a new issue of securities for which there is no established public market. Although we have registered the offer and sale of the
notes under the U.S. Securities Act of 1933, as amended (the "Securities Act"), we do not intend to apply for the listing of the notes on any securities
exchange or for the quotation of the notes in any automated dealer quotation system. In addition, although the underwriters have informed us that they
intend to make a market in each series of notes, as permitted by applicable laws and regulations, they are not obligated to do so, and they may discontinue
their market making activities at any time without notice. An active market for the notes may not develop or, if developed, may not continue. In the
absence of an active trading market, you may not be able to transfer the notes within a time or at a price you desire or at all.
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Upon an event of default, we may have insufficient funds to make any payments due on the notes.
A default under the indenture that will govern the notes, the indentures governing our and ONEOK Partners' senior notes, our revolving credit
agreement, our term loan facility or any other debt that we may have outstanding from time to time could result in an event of default under that agreement
after any applicable grace period. If not waived or rescinded, the default could result in acceleration of the debt outstanding under that agreement and a
default with respect to, and an acceleration of, the debt outstanding under other debt agreements, including the indenture that will govern the notes. The
accelerated debt would become immediately due and payable. If that occurs, we may not be able to make all of the required payments or borrow sufficient
funds to refinance such debt. Even if new financing were available at that time, it may not be on terms that are acceptable to us. If our debt is in default for
any reason, our business, financial condition and results of operations could be materially adversely affected.

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USE OF PROCEEDS
We estimate the net proceeds from this offering, after deducting underwriting discounts and the estimated expenses of this offering payable by us,
will be approximately $1.48 billion. We anticipate using the net proceeds from this offering to repay all outstanding borrowings under our term loan
facility and for general corporate purposes, which may include the repayment of other existing indebtedness and the funding of capital expenditures.
As of March 31, 2020, we had $1.25 billion in borrowings outstanding under our term loan facility with a weighted-average interest rate of 1.86%.
The borrowings under our term loan facility mature in November 2021. The term loan agreement contains an option, which may be exercised up to two
times, to extend the term of the loan, in each case, for an additional one-year term, subject to the approval of the lenders thereunder.

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CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2020, on:

·
a historical basis; and

·
an as adjusted basis to give effect to the offering of the notes offered hereby and the application of the net proceeds therefrom in the manner

described under "Use of Proceeds."
This table should be read in conjunction with our historical consolidated financial statements and the notes to those financial statements that are
incorporated by reference into this prospectus supplement and the accompanying base prospectus. You should also read this table in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of Operation" in our Annual Report on Form 10-K for the year ended
December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, each of which is incorporated by reference herein.

March 31, 2020

Historical

As Adjusted

(thousands of dollars)

Cash and cash equivalents

$
531,630
$
765,306

Debt, including current maturities:

5.850% notes due 2026

$
--
$
600,000
6.350% notes due 2031

--

600,000
7.150% notes due 2051

--

300,000
$2.5 billion revolving credit agreement(1)

--

--
$2.5 billion commercial paper program(2)

--

--
Current maturities of long-term debt

7,650

7,650
$1.5 billion term loan facility(3)

1,250,000

--

Other long-term debt

13,017,123

13,017,123

Total debt

14,274,773

14,524,773

Total shareholders' equity

5,560,641

5,560,641

Total capitalization

$ 19,835,414
$
20,085,414

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