Obligation OneOak Inc. 4% ( US682680AS26 ) en USD

OneOak Inc.

100.019 % ▲

Etas-Unis

US682680AS26 ( en USD )

4% par an ( paiement semestriel )

12/07/2027

Prospectus brochure de l'obligation Oneok Inc. [New] US682680AS26 en USD 4%, échéance 12/07/2027

2 000 USD

500 000 000 USD

682680AS2

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

13/07/2026 ( Dans 154 jours )

ONEOK est une société américaine d'énergie du milieu de marché qui possède et exploite des infrastructures de transport, de stockage et de traitement du gaz naturel et des liquides de gaz naturel principalement dans le sud des États-Unis et le bassin de la Williston.

L'Obligation émise par OneOak Inc. ( Etas-Unis ) , en USD, avec le code ISIN US682680AS26, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/07/2027

L'Obligation émise par OneOak Inc. ( Etas-Unis ) , en USD, avec le code ISIN US682680AS26, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par OneOak Inc. ( Etas-Unis ) , en USD, avec le code ISIN US682680AS26, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d419577d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
SEC File No. 333-219186
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee (1)
4.000% Notes due 2027

$500,000,000
$57,950
Guarantees of 4.000% Notes due 2027

(2)
(2)
4.950% Notes due 2047

$700,000,000
$81,130
Guarantees of 4.950% Notes due 2047

(2)
(2)
Total

$1,200,000,000
$139,080

(1)
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)
$1,200,000,000
ONEOK, Inc.
$500,000,000 4.000% Notes due 2027
$700,000,000 4.950% Notes due 2047
Fully and Unconditionally Guaranteed by ONEOK Partners, L.P.
and ONEOK Partners Intermediate Limited Partnership

The notes due 2027 will bear interest at the rate of 4.000% per year and will mature on July 13, 2027. The notes due 2047 will bear interest
at a rate of 4.950% per year and will mature on July 13, 2047. We refer to the 2027 notes and the 2047 notes collectively as the "notes". Interest on
the notes is payable on January 13 and July 13 of each year, beginning on January 13, 2018. We may redeem the 2027 notes and the 2047 notes, in
whole or in part, at any time at the redemption prices described under "Description of the 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 ONEOK Partners, L.P.
("ONEOK Partners") and ONEOK Partners Intermediate Limited Partnership (the "Intermediate Partnership"). Each guarantee will rank equally in
right of payment with all of such guarantor's existing and future unsecured 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.

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Final Prospectus Supplement

Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement and
on page 7 of the accompanying base prospectus.

Offering
Proceeds to
Price to
Underwriting
us Before

Public(1)

Discounts

Expenses

Per 2027 note

99.845%

0.650%

99.195%
Total

$499,225,000
$ 3,250,000
$495,975,000
Per 2047 note

98.753%

0.875%

97.878%
Total

$691,271,000
$ 6,125,000
$685,146,000

(1)
Plus accrued interest, if any, from July 13, 2017, if settlement occurs after that date.
Neither the 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 S.A./N.V., as operator of the Euroclear System, against
payment in New York, New York, on or about July 13, 2017.
Joint Book-Running Managers

Citigroup

Barclays

BofA Merrill Lynch

Mizuho Securities
Credit Suisse
Goldman Sachs & Co. LLC
J.P. Morgan

Morgan Stanley
MUFG
PNC Capital Markets LLC
SMBC Nikko

TD Securities
US Bancorp

Wells Fargo Securities
Co-Managers

BB&T Capital Markets

BOK Financial Securities, Inc.

Regions Securities LLC

The date of this prospectus supplement is July 10, 2017.
Table of Contents
We are responsible for the information contained in or incorporated by reference into this prospectus supplement, the accompanying
base prospectus and any free writing prospectus relating to this offering. We have not, and the underwriters have not, authorized anyone
to give you any other information, and we take no responsibility for any information that others may give you. You should not assume
that the information contained in this prospectus supplement, the accompanying base prospectus, any free writing prospectus or the
information we have previously filed with the U.S. Securities and Exchange Commission (the "SEC") that is incorporated by reference
herein or therein is accurate as of any date other than its respective date. This prospectus supplement, the accompanying base prospectus
and any free writing prospectus do not constitute any offer to sell or a solicitation of an offer to buy securities in any jurisdiction or to any
person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

Page
Prospectus Supplement

Prospectus Supplement Summary
S-2
Risk Factors
S-8
Use of Proceeds
S-11
Capitalization
S-12
Ratios of Earnings to Fixed Charges
S-13
Description of the Notes
S-14
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Final Prospectus Supplement
U.S. Federal Tax Considerations
S-23
Underwriting
S-28
Legal Matters
S-34
Experts
S-34
Cautionary Statement Regarding Forward-Looking Statements
S-34
Where You Can Find More Information
S-37

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
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 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.

S-1
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 and our Annual Report on Form 10-K for the fiscal year ended December 31,
2016, which is incorporated by reference herein, for information regarding risks you should consider before investing in the notes.
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Final Prospectus Supplement
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 apply our core capabilities of gathering, processing, fractionating, transporting,
storing and marketing natural gas and natural gas liquids ("NGLs") through the rebundling of services across the value chains through vertical
integration in an effort to provide our customers with premium services at lower costs. We are a leader in the gathering, processing, storage
and transportation of natural gas in the United States. In addition, we own one of the nation's premier natural gas liquids systems, connecting
NGL supply in the Mid-Continent and Rocky Mountain regions and the Permian Basin with key market centers.
We report operations in the following business segments:

· Natural Gas Gathering and Processing;

· Natural Gas Liquids; and

· Natural Gas Pipelines.
The Natural Gas Gathering and Processing segment, a predominately fee-based business, provides midstream services to contracted
producers in North Dakota, Montana, Wyoming, Kansas and Oklahoma. We provide exploration and production companies with gathering
and processing services that allow them to move their raw (unprocessed) natural gas to market. Raw natural gas is gathered, compressed and
transported through pipelines to our processing facilities. In order for the raw natural gas to be accepted by the downstream market, it must
have contaminants, such as water, nitrogen and carbon dioxide, removed and NGLs separated for further processing. Processed natural gas,
usually referred to as residue natural gas, is then recompressed and delivered to natural gas pipelines and end users. The separated NGLs are
in a mixed, unfractionated form and are sold and delivered through natural gas liquids pipelines to fractionation facilities for further
separation.
The Natural Gas Liquids segment, a predominantly fee-based business, owns and operates facilities that gather, fractionate, treat and
distribute NGLs and store NGL products, primarily in the Mid-Continental, Permian Basin and the Rocky Mountain regions where it provides
midstream services to producers of NGLs and delivers those products to key market centers. We own or have an ownership interest in Federal
Energy Regulatory

S-2
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Commission ("FERC")-regulated natural gas liquids gathering and distribution pipelines in Oklahoma, Kansas, Texas, New Mexico,
Montana, North Dakota, Wyoming and Colorado, and terminal and storage facilities in Missouri, Nebraska, Iowa and Illinois. We also own
FERC-regulated natural gas liquids distribution and refined petroleum products pipelines in Kansas, Missouri, Nebraska, Iowa, Illinois and
Indiana that connect our Mid-Continent assets with Midwest markets, including Chicago, Illinois. The majority of the pipeline-connected
natural gas processing plants in Oklahoma, Kansas and the Texas Panhandle are connected to our gathering systems. We own and operate
truck- and rail-loading and -unloading facilities connected to our natural gas liquids fractionation and pipeline assets.
The Natural Gas Pipelines segment, a predominantly fee-based business, provides transportation and storage services to end users
through our wholly owned assets and our 50 % ownership interests in Northern Border Pipeline and Roadrunner. Our interstate pipelines are
regulated by FERC and are located in North Dakota, Minnesota, Wisconsin, Illinois, Indiana, Kentucky, Tennessee, Oklahoma, Texas and
New Mexico. Our interstate pipeline companies include: Midwestern Gas Transmission, which is a bi-directional system that interconnects
with Tennessee Gas Transmission Company's pipeline near Portland, Tennessee, and with several interstate pipelines that have access to both
the Utica Shale and the Marcellus Shale at the Chicago Hub near Joliet, Illinois; Viking Gas Transmission, which is a bi-directional system
that interconnects with a TransCanada Corporation pipeline at the U.S. border near Emerson, Canada and ANR Pipeline Company near
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Final Prospectus Supplement
Marshfield, Wisconsin; Guardian Pipeline, which interconnects with several pipelines at the Chicago Hub near Joliet, Illinois and with local
natural gas distribution companies in Wisconsin; and OkTex Pipeline, which has interconnections with several pipelines in Oklahoma, Texas
and New Mexico.
Our Business Strategy
Our primary business strategy is to maximize dividend payout while maintaining prudent financial strength and flexibility, with a focus
on safe, reliable, environmentally responsible and legally compliant operations for our customers, employees, contractors and the public
through the following:

· operate our integrated midstream assets safely and efficiently and making prudent financial management decisions enabling us to

execute our growth strategies;

· maximize dividend payout while maintaining prudent financial strength and flexibility; and

· attract, select, develop and retain a diverse group of employees to support strategy execution.
ONEOK Partners Transaction
On January 31, 2017, we and ONEOK Partners entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and
among us, New Holdings Subsidiary, LLC, a subsidiary of ours ("Merger Sub"), ONEOK Partners and ONEOK Partners GP, L.L.C., the sole
general partner of ONEOK Partners, for the purpose of acquiring the outstanding units of ONEOK Partners that we did not already own (the
"transaction"). On June 30, 2017, our shareholders approved the issuance of our common stock to ONEOK Partners common unitholders
pursuant to the Merger Agreement and the amendment of our amended and restated certificate of incorporation to increase the number of our
authorized shares of common stock from 600 million to 1.2 billion shares, and ONEOK Partners' unitholders approved the Merger
Agreement. On June 30, 2017, pursuant to the Merger Agreement, we acquired the 171.5 million common units representing limited partner
interests in ONEOK Partners not already directly or indirectly owned by us in an all stock-for-unit transaction at a ratio of 0.985 of a share of
our common stock per common unit of ONEOK Partners. On the same day, Merger Sub merged with and into ONEOK Partners, with
ONEOK Partners surviving as a wholly owned subsidiary of ours. In addition,

S-3
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we, ONEOK Partners and Intermediate Partnership, a wholly owned subsidiary of ONEOK Partners issued, to the extent not already in place,
guarantees of certain indebtedness of ONEOK and ONEOK Partners. Upon the closing of the merger, former ONEOK Partners common
unitholders owned approximately 44% and existing ONEOK shareholders owned approximately 56% of the combined company, respectively.

General
We are the successor to the company founded in 1906 known as Oklahoma Natural Gas Company. Our principal executive offices are
located at 100 West Fifth Street, Tulsa, Oklahoma 74103, telephone: (918) 588-7000.
The information above concerning us is only a summary and does not purport to be comprehensive. For additional information
concerning ONEOK, you should refer to the information described under the caption "Where You Can Find More Information" on page S-37
of this prospectus supplement.

S-4
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Final Prospectus Supplement
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.

Notes Offered
$500 million aggregate principal amount of 4.000% notes due 2027 (referred to as the
2027 notes). $700 million aggregate principal amount of 4.950% notes due 2047
(referred to as the 2047 notes). We refer to the 2027 notes and the 2047 notes
collectively as the "notes".

Maturity
The 2027 notes will mature on July 13, 2027.

The 2047 notes will mature on July 13, 2047.

Interest Rate
The 2027 notes will bear interest at the rate of 4.000% per annum, accruing from
July 13, 2017.

The 2047 notes will bear interest at the rate of 4.950% per annum, accruing from

July 13, 2017.

Interest Payment Dates
Interest on the 2027 and the 2047 notes will be payable semi-annually in arrears on
January 13 and July 13 of each year, beginning on January 13, 2018, and at maturity or,
if applicable, upon their earlier redemption.

Optional Redemption
Prior to April 13, 2027 (three months prior to their maturity date) in the case of the 2027
notes, and prior to January 13, 2047 (six months prior to their maturity date) in the case
of the 2047 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 the Notes--Optional Redemption."

On or after April 13, 2027 (three months prior to their maturity date), we may redeem
the 2027 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 January 13, 2047 (six months

prior to their maturity date), we may redeem the 2047 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 unsecured and unsubordinated obligations and will rank equally with
all of our other existing and future unsecured and unsubordinated debt and ONEOK
Partners' existing and future unsecured and unsubordinated debt that we guarantee. The
notes will be structurally subordinated to all indebtedness and liabilities of our
subsidiaries, other than ONEOK Partners and the Intermediate Partnership, which will
guarantee the notes. As of March 31, 2017, after giving effect to (i) the acquisition of
the common units of ONEOK Partners we did not previously own and the related
refinancing

S-5
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Final Prospectus Supplement
Table of Contents
transactions and (ii) this offering, we and the guarantors would have had approximately
$9.7 billion of indebtedness. Assuming we had completed this offering on March 31,

2017, in addition to the liabilities of our non-guarantor subsidiaries, the notes would
have been structurally subordinated to approximately $42.4 million of outstanding
indebtedness for borrowed money of our non-guarantor subsidiaries.

The guarantee of the notes by ONEOK Partners and the Intermediate Partnership will be
unsecured and unsubordinated obligations of ONEOK Partners and the Intermediate
Partnership and will rank equally with their guarantees of our existing $2.5 billion
revolving credit agreement, our approximately $1.6 billion of notes outstanding

(excluding the notes contemplated hereby) and certain of our existing and future
unsecured and unsubordinated debt. In addition, the guarantee of the notes by ONEOK
Partners will rank equally with its existing borrowings under its $1.0 billion term loan,
its $6.8 billion of notes outstanding and certain of its existing and future unsecured and
unsubordinated debt.

Covenants
We will issue the notes under an indenture containing 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 the sale of the notes in this offering, after deducting
underwriting discounts and the estimated expenses of this offering payable by us, will be
approximately $1.18 billion. We anticipate using the net proceeds from this offering for
general corporate purposes, which may include repayment of existing indebtedness and
capital expenditures. See "Use of Proceeds."

Further Issues
We may, at any time, without notice to or consent of the holders of the 2027 notes or the
2047 notes, create and issue further notes ranking equally and ratably in all respects
with the 2027 notes or the 2047 notes, as applicable, so that such further notes will be
consolidated and form a single series with either, the 2027 notes or the 2047 notes, as
applicable, with the same terms as the applicable series of notes. See "Description of the
Notes--Further Issues."

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.

S-6
Table of Contents
Summary Consolidated Financial and Other Data
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Final Prospectus Supplement
Set forth below is our summary historical consolidated financial data for the periods indicated. The operating data for the years ended
December 31, 2014, 2015, and 2016 has been derived from our audited financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement. The operating data for the three
months ended March 31, 2017 and 2016 has been derived from our unaudited financial statements included on our Quarterly Report on Form
10-Q for the quarter ended March 31, 2017, 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, 2016 and our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017, which are incorporated by reference herein.

Three Months Ended

Years Ended December 31,

March 31,

2014

2015

2016

2016

2017

(thousands of dollars, except per share data)

Operating data:

Total revenues
$12,195,091
$7,763,206
$8,920,934
$1,774,459
$2,749,611
Cost of sales and fuel
10,088,548
5,641,052
6,496,124
1,195,738
2,143,843
Operating and maintenance

599,143

605,748

668,335

155,145

164,769
Depreciation and amortization

294,684

354,620

391,585

94,478

99,419
Impairment of long-lived assets

--

83,673

--

--

--
General taxes

75,744

87,583

88,849

21,870

27,153
(Gain)/loss on sale of assets

(6,599)

(5,629)

(9,635)

(4,206)

7
Operating income
1,143,571

996,159
1,285,676

311,434

314,420
Equity in net earnings from investments

117,415

125,300

139,690

32,914

39,564
Impairment of equity investments

(76,412)
(180,583)

--

--

--
Allowance for equity funds used during construction

14,937

2,179

209

208

13
Other income

5,598

368

6,091

305

4,341
Other expense

(29,073)

(4,760)

(4,059)

(637)

(750)
Interest expense (net of capitalized interest of $54,813, $36,572, $10,591, $2,887 and
$1,441, respectively)

(356,163)
(416,787)
(469,651)
(118,247)
(116,462)
Income before income taxes

819,873

521,876

957,956

225,977

241,126
Income from continuing operations

668,715

385,276

745,550

175,911

186,185
Income (loss) from discontinued operations, net of tax

(5,607)

(6,081)

(2,051)

(952)

--
Income taxes

(151,158)
(136,600)
(212,406)

(50,066)

(54,941)
Net income

663,108

379,195

743,499

174,959

186,185
Less: Net income attributable to noncontrolling interests

349,001

134,218

391,460

91,513

98,824
Net income attributable to ONEOK
$
314,107
$ 244,977
$ 352,039
$
83,446
$
87,361
Earnings per share of common stock from continuing operations

Net earnings per share, basic
$
1.53
$
1.19
$
1.68
$
0.40
$
0.41
Net earnings per share, diluted
$
1.52
$
1.19
$
1.67
$
0.40
$
0.41
Earnings per share of common stock

Net earnings per share, basic
$
1.50
$
1.17
$
1.67
$
0.40
$
0.41
Net earnings per share, diluted
$
1.49
$
1.16
$
1.66
$
0.40
$
0.41
Average shares (thousands)

Basic

209,391

210,208

211,128

210,781

211,619
Diluted

210,427

210,541

212,383

211,071

213,602
Dividends declared per share of common stock
$
2.125
$
2.43
$
2.46
$
0.615
$
0.615

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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
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Final Prospectus Supplement
prospectus as provided under "Where You Can Find More Information," including our Annual Report on Form 10-K for the year ended
December 31, 2016 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 the 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 could impair our financial condition and our ability to fulfill our debt obligations, including our obligations under the
notes.
As of March 31, 2017, prior to giving effect to (i) the acquisition of the common units of ONEOK Partners we did not previously own and
the related refinancing transactions and (ii) this offering, we had total consolidated indebtedness of approximately $9.7 billion. See
"Capitalization." In connection with our acquisition of ONEOK Partners we issued, to the extent not already in place, guarantees of the
indebtedness of ONEOK Partners, thereby causing us to become liable for the debt of ONEOK Partners.
Our indebtedness could have important consequences to you. For example, it could:

· make it more difficult for us to satisfy our obligations with respect to the notes and our other indebtedness, 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 generally;

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

of cash for working capital, capital expenditures, acquisitions or other 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 to our competitors that have proportionately less debt.
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 unsecured 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 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 a substantial portion of our operations and own a substantial portion of
our operating assets. Our primary assets are our general and limited partnership interests in ONEOK Partners. 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, credit
facilities and applicable state partnership laws and other laws and regulations. If we are unable to obtain the funds necessary to pay the principal
amount at maturity of the notes, 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.
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 guarantee the notes, and effectively subordinated to any of our and
the guarantors' secured indebtedness to the extent of the assets securing such indebtedness.
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Final Prospectus Supplement
A substantial portion of our operating assets are in our subsidiaries or our affiliates. The notes are not 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 from incurring additional unsecured 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, 2017, 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 $42.4 million of outstanding indebtedness of our non-guarantor subsidiaries.
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, that 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.
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, 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

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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 the time or at the price you desire or at all.
An event of default may require us to offer to repurchase certain of our senior notes, including the notes offered by this prospectus, or may
impair our ability to access capital.
The indenture governing our 6.875% Senior Notes due 2028 includes an event of default upon acceleration of other indebtedness of more
than $15 million, and the indentures governing our 4.25% Senior Notes due 2022, 7.50% Senior Notes due 2023 and 6.00% Senior Notes due 2035
and our $2.5 billion revolving credit agreement and the notes offered hereby each include an event of default upon the acceleration of other
indebtedness of more than $100 million. Such events of default would entitle the trustee or the holders of 25% in aggregate principal amount of the
outstanding senior notes of each series to declare those senior notes immediately due and payable in full. Additionally, the indentures governing
ONEOK Partners' senior notes that we guarantee include an event of default upon the acceleration of other indebtedness of $100 million or
more. Such an event of default would entitle the trustee or the holders of 25% in aggregate principal amount of the outstanding ONEOK Partners'
senior notes to declare those senior notes immediately due and payable in full.
We may not have sufficient cash on hand to repurchase and repay any accelerated senior notes (including any notes offered hereby), which
may cause us to borrow money under our credit facilities, if available, or seek alternative financing sources to finance the repayments and
repurchases. We could also face difficulties accessing capital or our borrowing costs could increase, impacting our ability to obtain financing for
acquisitions and capital expenditures, to refinance indebtedness and to fulfill our debt obligations.

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Document Outline

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