Bond OneOak Inc. 4.45% ( US682680AZ68 ) in USD

OneOak Inc.

80.32 % ▲

United States

US682680AZ68 ( in USD )

4.45% per year ( payment 2 times a year)

31/08/2049

Prospectus brochure of the bond Oneok Inc. [New] US682680AZ68 en USD 4.45%, maturity 31/08/2049

2 000 USD

750 000 000 USD

682680AZ6

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/03/2026 ( In 20 days )

Oneok, Inc. is a midstream energy company operating primarily in the North American natural gas liquids (NGL) and natural gas systems, handling gathering, processing, storage, transportation, and marketing of those resources.

The Bond issued by OneOak Inc. ( United States ) , in USD, with the ISIN code US682680AZ68, pays a coupon of 4.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/08/2049

The Bond issued by OneOak Inc. ( United States ) , in USD, with the ISIN code US682680AZ68, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by OneOak Inc. ( United States ) , in USD, with the ISIN code US682680AZ68, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d790998d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-219186
CALCULATION OF REGISTRATION FEE

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

Registered

Per Security

Offering Price
Registration Fee (1)
2.75% Notes due 2024

$500,000,000

99.807%

$499,035,000

$60,483.05
Guarantees of 2.75% Notes due 2024

(2)

(2)

(2)

(2)
3.40% Notes due 2029

$750,000,000

99.644%

$747,330,000

$90,576.40
Guarantees of 3.40% Notes due 2029

(2)

(2)

(2)

(2)
4.45% Notes due 2049

$750,000,000

99.505%

$746,287,500

$90,450.05
Guarantees of 4.45% Notes due 2049

(2)

(2)

(2)

(2)
Total

$2,000,000,000

$1,992,652,500

$241,509.50

(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)
$2,000,000,000

ONEOK, Inc.
$500,000,000 2.75% Notes due 2024
$750,000,000 3.40% Notes due 2029
$750,000,000 4.45% Notes due 2049

We are offering $500,000,000 aggregate principal amount of our 2.75% notes due 2024 (the "2024 notes"), $750,000,000 aggregate principal amount of our 3.40% notes due
2029 (the "2029 notes") and $750,000,000 aggregate principal amount of our 4.45% notes due 2049 (the "2049 notes"). In this prospectus supplement, the term "notes" collectively
refers to the 2024 notes, the 2029 notes and the 2049 notes.
The 2024 notes will bear interest at the rate of 2.75% per year and will mature on September 1, 2024. The 2029 notes will bear interest at the rate of 3.40% per year and
will mature on September 1, 2029. The 2049 notes will bear interest at a rate of 4.45% per year and will mature on September 1, 2049. Interest on the notes is payable on March
1 and September 1 of each year, beginning on March 1, 2020. Interest on the notes will accrue from August 15, 2019. We may redeem the 2024 notes, the 2029 notes and the 2049
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 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.

Offering Price to
Underwriting
Proceeds to us

Public(1)

Discounts
Before Expenses
Per 2024 note

99.807%

0.600%

99.207%
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Total

$
499,035,000
$
3,000,000
$
496,035,000
Per 2029 note

99.644%

0.650%

98.994%
Total

$
747,330,000
$
4,875,000
$
742,455,000
Per 2049 note

99.505%

0.875%

98.630%
Total

$
746,287,500
$
6,562,500
$
739,725,000

(1)
Plus accrued interest, if any, from August 15, 2019, 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 S.A./N.V., as operator of the Euroclear System, against payment in New York, New York, on or about August 15, 2019.

Joint Book-Runners

J.P. Morgan

BofA Merrill Lynch

Citigroup

Goldman Sachs & Co. LLC

Credit Suisse
Deutsche Bank Securities

Mizuho Securities

Morgan Stanley

MUFG
Scotiabank

SMBC Nikko

US Bancorp

Wells Fargo Securities
Co-Managers

BOK Financial Securities, Inc.

RBC Capital Markets

Siebert Cisneros Shank & Co., L.L.C.

Tuohy Brothers

The Williams Capital Group, L.P.
The date of this prospectus supplement is August 12, 2019.
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 the Notes
S-12
U.S. Federal Tax Considerations
S-22
Underwriting (Conflicts of Interest)
S-28
Legal Matters
S-36
Experts
S-36
Cautionary Statement Regarding Forward-Looking Statements
S-36
Where You Can Find More Information
S-40
Incorporation by Reference
S-40

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
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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.

S-ii
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 year ended December 31, 2018, 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 Mid-Continent, Permian and Rocky Mountain 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.
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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.

Notes Offered
$500 million aggregate principal amount of 2.75% notes due 2024.

$750 million aggregate principal amount of 3.40% notes due 2029.
$750 million aggregate principal amount of 4.45% notes due 2049.

Maturity
The 2024 notes will mature on September 1, 2024.

The 2029 notes will mature on September 1, 2029.

The 2049 notes will mature on September 1, 2049.

Interest Rate
The 2024 notes will bear interest at the rate of 2.75% per annum, accruing from August 15,
2019.

The 2029 notes will bear interest at the rate of 3.40% per annum, accruing from August 15,

2019.

The 2049 notes will bear interest at the rate of 4.45% per annum, accruing from August 15,

2019.

Interest Payment Dates
Interest on the 2024 notes, the 2029 notes and the 2049 notes will be payable semi-annually
in arrears on March 1 and September 1 of each year, beginning on March 1, 2020, and at
maturity or, if applicable, upon their earlier redemption.

Optional Redemption
Prior to August 1, 2024 (one month prior to their maturity date) in the case of the 2024 notes,
prior to June 1, 2029 (three months prior to their maturity date) in the case of the 2029 notes
and prior to March 1, 2049 (six months prior to their maturity date) in the case of the 2049
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 August 1, 2024 (one month prior to their maturity date), we may redeem the 2024
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 June 1, 2029 (three months prior to their maturity date),
we may redeem the 2029 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

S-2
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or after March 1, 2049 (six months prior to their maturity date), we may redeem the 2049
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
June 30, 2019, after giving effect to this offering and the application of the net proceeds as
described in "Use of Proceeds" as described in this prospectus supplement, we and the
guarantors would have had approximately $12.8 billion of indebtedness. Assuming we had
completed this offering on June 30, 2019, 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 $25.1 million of
outstanding indebtedness 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 $2.5 billion revolving credit
agreement, our $1.5 billion term loan facility, our approximately $5.2 billion of notes
outstanding (excluding the notes contemplated hereby), our $2.5 billion commercial paper
program and certain of our existing and future unsecured and unsubordinated debt. The

guarantee of the notes by ONEOK Partners will also rank equally with its existing
$4.4 billion of notes outstanding and certain of its existing and future unsecured and
unsubordinated 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 and unsubordinated 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.

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;

S-3
Table of Contents

· 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.

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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 $1.97 billion.
We anticipate using the net proceeds from this offering (i) to redeem in full ONEOK
Partners' $300 million in aggregate principal amount of 3.80% Senior Notes due 2020 (the
"2020 notes") and (ii) for general corporate purposes, which may include the repayment of
other existing indebtedness and the funding of capital expenditures. See "Use of Proceeds."

Conflicts of Interest
Affiliates of the underwriters are holders of the 2020 notes, 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," some
of the net proceeds of this offering will be used to redeem the 2020 notes, and may be used to
repay other existing indebtedness, including borrowings under our $1.5 billion term loan
facility, our $2.5 billion revolving credit agreement or to repay outstanding amounts under
our $2.5 billion commercial paper program. Because more than 5% of the proceeds of this
offering, not including underwriting discounts and commissions, may be received by
affiliates of the underwriters, 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.

Further Issues
We may, at any time, without notice to or consent of the holders of the 2024 notes, the 2029
notes or the 2049 notes, create and issue further notes ranking equally and ratably in all
respects with the 2024 notes, the 2029 notes or the 2049 notes, as applicable, so that such
further notes will be consolidated and form a single series with the 2024 notes, the 2029
notes or the 2049 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

S-4
Table of Contents
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
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December 31, 2016, 2017, 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, 2018, which is incorporated by reference into this prospectus supplement. The operating data for the six months ended
June 30, 2018 and 2019 has been derived from our unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2019, 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, 2018 and our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2019, each of which is incorporated by reference herein.

Years Ended December 31,
Six Months Ended June 30,

2016

2017

2018
2018 2019

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

Operating data:

Total revenues
$8,920,934 $12,173,907 $12,593,196 $ 6,062,606 $ 5,237,533
Cost of sales and fuel
6,496,124 9,538,045 9,422,708 4,543,844
3,582,171
Operations and maintenance

658,233
724,314
803,146
383,218
414,027
Depreciation and amortization

391,585
406,335
428,557
210,525
229,122
Impairment of long-lived assets

--
15,970
--
--
--
General taxes

88,849
98,396
103,922
57,139
64,427
(Gain) loss on sale of assets

(9,635)
(924)
(601)
(185)
2,898
Operating income
1,295,778 1,391,771 1,835,464
868,065
944,888
Equity in net earnings from investments

139,690
159,278
158,383
76,757
77,599
Impairment of equity investments

--
(4,270)
--
--
--
Allowance for equity funds used during construction

209
107
7,962
1,034
29,383
Other income

6,091
15,385
674
2,595
15,042
Other expense

(14,161)
(35,812)
(14,928)
(7,700)
(7,959)
Interest expense (net of capitalized interest of $10,591, $5,510, 28,062, $7,172 and
$45,991, respectively)
(469,651)
(485,658)
(469,620)
(229,221)
(232,913)
Income before income taxes

957,956 1,040,801 1,517,935
711,530
826,040
Income taxes
(212,406)
(447,282)
(362,903)
(163,302)
(176,869)
Income from continuing operations

745,550
593,519 1,155,032
548,228
649,171
Income (loss) from discontinued operations, net of tax

(2,051)
--
--
--
--
Net income

743,499
593,519 1,155,032
548,228
649,171
Less: Net income attributable to noncontrolling interests

391,460
205,678
3,329
2,672
--
Net income attributable to ONEOK
$ 352,039 $
387,841 $ 1,151,703 $
545,556 $
649,171
Earnings per share of common stock from continuing operations

Net earnings per share, basic
$
1.68 $
1.30 $
2.80 $
1.33 $
1.57
Net earnings per share, diluted
$
1.67 $
1.29 $
2.78 $
1.32 $
1.56
Earnings per share of common stock

Net earnings per share, basic
$
1.67 $
1.30 $
2.80 $
1.33 $
1.57
Net earnings per share, diluted
$
1.66 $
1.29 $
2.78 $
1.32 $
1.56
Average shares (thousands)

Basic

211,128
297,477
411,485
410,811
413,257
Diluted

212,383
299,780
414,195
413,407
415,141
Dividends declared per share of common stock
$
2.46 $
2.72 $
3.245 $
1.725 $
1.565

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, 2018 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
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424B5
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 June 30, 2019, prior to giving effect to this offering, we had total consolidated indebtedness of approximately $11.1 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.
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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Table of Contents
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 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 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 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 June 30, 2019, 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 $25.1 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
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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 "1933 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.
An event of default may require us to offer to repurchase certain of our and ONEOK Partners' senior notes, including the notes offered by this
prospectus supplement, or may impair our ability to access capital.
The indentures governing certain of our and ONEOK Partners' senior notes include an event of default upon the acceleration of other indebtedness of
$15 million or more for certain of our senior notes or $100 million or more for certain of our senior notes and ONEOK Partners' senior notes. Such events
of default would entitle the trustee or the holders of 25% in aggregate principal amount of our or ONEOK Partners' outstanding 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 or seek alternative financing sources to finance the
repurchases and repayment. We could also face difficulties accessing capital or our borrowing costs could increase, impacting our ability to obtain
financing for acquisitions or capital expenditures, to refinance indebtedness and to fulfill our debt obligations.

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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 $1.97 billion. We anticipate using the net proceeds from this offering (i) to redeem in full ONEOK Partners' $300 million in
aggregate principal amount of 3.80% Senior Notes due 2020 and (ii) for general corporate purposes, which may include the repayment of other existing
indebtedness and the funding of capital expenditures.
ONEOK Partners expects to call the 2020 notes for redemption pursuant to their terms following the completion of this offering. However, ONEOK
Partners has not issued a notice of redemption with respect to the 2020 notes. Nothing in this prospectus supplement constitutes a notice of redemption or
an obligation to issue a notice of redemption for the 2020 notes and the completion of this offering will not obligate ONEOK Partners to issue a notice of
redemption for the 2020 notes.

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CAPITALIZATION
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The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2019, 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, 2018 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, each of which is incorporated by reference herein.

June 30, 2019

Historical

As Adjusted

(thousands of dollars)

Cash and cash equivalents

$
273,397
$
1,948,239

Debt, including current maturities:

2.75% notes due 2024

$
--
$
500,000
3.40% notes due 2029

--

750,000
4.45% notes due 2049

--

750,000
$2.5 billion revolving credit agreement(1)

--

--
$2.5 billion commercial paper program(2)

--

--
Current maturities of long-term debt(3)

307,650

7,650
$1.5 billion term loan facility

1,500,000

1,500,000
Other long-term debt

9,339,879

9,339,879

Total debt

11,147,529

12,847,529

Total shareholders' equity

6,348,136

6,348,136

Total capitalization

$ 17,495,665
$
19,195,665

(1)
As of June 30, 2019, ONEOK had no borrowings outstanding under its revolving credit agreement.
(2)
As of June 30, 2019, ONEOK had no outstanding commercial paper notes.
(3)
The "As Adjusted" amounts reflect the redemption of $300 million in aggregate principal amount of ONEOK Partners' 2020 notes using a portion of
the net proceeds from this offering of notes, excluding redemption premium. See "Use of Proceeds."

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DESCRIPTION OF THE NOTES
The following description is a summary of the material terms of our notes. The descriptions in this prospectus supplement and the accompanying
base prospectus contain a description of certain terms of the notes and the indenture under which the notes will be issued but do not purport to be
complete, and reference is hereby made to the indenture that is an exhibit to the registration statement of which this prospectus supplement and the
accompanying base prospectus are a part and to the U.S. Trust Indenture Act of 1939, as amended. This summary supplements the description of debt
securities in the accompanying base prospectus and, to the extent it is inconsistent, replaces the description in the accompanying base prospectus. We urge
you to read the indenture because it, and not this description, defines your rights as a holder of the notes. The following description of the notes and the
description of the debt securities contained in the accompanying base prospectus are not complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the indenture. You may request a copy of the indenture from us as set forth under "Where You Can Find More
Information" below. Whenever particular defined terms of the indenture are referred to, those defined terms are incorporated herein by reference. In this
"Description of the Notes," references to "we," "us" and "our" refer to ONEOK, Inc. and not to any of its subsidiaries.
General
Each series of notes will be issued under a senior indenture (as amended and supplemented from time to time, including supplements setting forth the
terms of the notes) between us, ONEOK Partners, the Intermediate Partnership and U.S. Bank National Association, as trustee (the indenture, as
supplemented, is referred to as the "indenture").
The notes will be senior debt securities that will be our direct, unsecured obligations and will rank equally with all of our existing and future
unsecured senior indebtedness. The notes will be guaranteed by ONEOK Partners and Intermediate Partnership, two of our subsidiaries, however, such
guarantors will not otherwise be subject to the covenants, obligations and duties provided for in the indenture solely in their capacity as guarantors. 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
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Document Outline

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