TULSA, Okla., April 20, 2017 /PRNewswire/ -- The board of
directors of the general partner of ONEOK Partners, L.P. (NYSE:
OKS) today declared a quarterly cash distribution of 79 cents per unit, effective for the first
quarter 2017, payable May 15, 2017,
to unitholders of record at the close of business May 1, 2017.
On Feb. 1, 2017, ONEOK, Inc.
(NYSE: OKE) and ONEOK Partners announced an agreement under which
ONEOK will acquire all of the outstanding common units of ONEOK
Partners it does not already own. Under the agreement, each
outstanding common unit of ONEOK Partners will be converted into
.985 of a share of ONEOK common stock. Completion of the
transaction is expected to occur in the second quarter of 2017.
ONEOK expects to increase its first quarterly dividend following
the close of the transaction to 74.5
cents per share, or $2.98 on
an annualized basis, a 21 percent increase compared with its
first-quarter 2017 dividend. Following the initial increase,
subsequent annual dividend increases of approximately 9 to 11
percent are expected through 2021.
ONEOK Partners, L.P. (pronounced ONE-OAK) (NYSE: OKS) is one of
the largest publicly traded master limited partnerships in
the United States and owns one of
the nation's premier natural gas liquids (NGL) systems, connecting
NGL supply in the Mid-Continent, Permian and Rocky Mountain regions
with key market centers and is a leader in the gathering,
processing, storage and transportation of natural gas in the U.S.
Its general partner is a wholly owned subsidiary of ONEOK, Inc.
(NYSE: OKE), a pure-play publicly traded general partner, which
owns 41.2 percent of the overall partnership interest, as of
Dec. 31, 2016.
For more information, visit the website at
www.oneokpartners.com.
For the latest news about ONEOK Partners, follow us on Twitter
@ONEOKPartners.
This news release contains certain "forward-looking statements"
within the meaning of federal securities laws. Words such as
"anticipates," "believes," "expects," "intends," "plans,"
"projects," "will," "would," "should," "may," and similar
expressions may be used to identify forward-looking statements.
Forward-looking statements are not statements of historical fact
and reflect ONEOK's and ONEOK Partners' current views about future
events. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed
transaction involving ONEOK and ONEOK Partners, including future
financial and operating results, ONEOK's and ONEOK Partners' plans,
objectives, expectations and intentions, the expected timing of
completion of the transaction, and other statements that are not
historical facts, including future results of operations, projected
cash flow and liquidity, business strategy, expected synergies or
cost savings, and other plans and objectives for future
operations. No assurances can be given that the
forward-looking statements contained in this news release will
occur as projected and actual results may differ materially from
those projected.
Forward-looking statements are based on current expectations,
estimates and assumptions that involve a number of risks and
uncertainties, many of which are beyond our control, and are not
guarantees of future results. Accordingly, there are or will
be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking
statements. These risks and uncertainties include, without
limitation, the following:
- the ability to obtain the requisite ONEOK stockholder and ONEOK
Partners unitholder approvals relating to the proposed
transaction;
- the risk that ONEOK or ONEOK Partners may be unable to obtain
governmental and regulatory approvals required for the proposed
transaction, if any, or required governmental and regulatory
approvals, if any, may delay the proposed transaction or result in
the imposition of conditions that could cause the parties to
abandon the proposed transaction;
- the risk that a condition to closing of the proposed
transaction may not be satisfied;
- the timing to consummate the proposed transaction;
- the risk that cost savings, tax benefits and any other
synergies from the transaction may not be fully realized or may
take longer to realize than expected;
- disruption from the transaction may make it more difficult to
maintain relationships with customers, employees or suppliers;
- the possible diversion of management time on merger-related
issues;
- the impact and outcome of pending and future litigation,
including litigation, if any, relating to the proposed
transaction;
- the effects of weather and other natural phenomena, including
climate change, on OKE's and/or OKS' operations, demand for OKE's
and/or OKS' services and energy prices;
- competition from other United
States and foreign energy suppliers and transporters, as
well as alternative forms of energy, including, but not limited to,
solar power, wind power, geothermal energy and biofuels such as
ethanol and biodiesel;
- the capital intensive nature of our businesses;
- the profitability of assets or businesses acquired or
constructed by us;
- our ability to make cost-saving changes in operations;
- risks of marketing, trading and hedging activities, including
the risks of changes in energy prices or the financial condition of
our counterparties;
- the uncertainty of estimates, including accruals and costs of
environmental remediation;
- the timing and extent of changes in energy commodity
prices;
- the effects of changes in governmental policies and regulatory
actions, including changes with respect to income and other taxes,
pipeline safety, environmental compliance, climate change
initiatives and authorized rates of recovery of natural gas and
natural gas transportation costs;
- the impact on drilling and production by factors beyond our
control, including the demand for natural gas and crude oil;
producers' desire and ability to obtain necessary permits; reserve
performance; and capacity constraints on the pipelines that
transport crude oil, natural gas and NGLs from producing areas and
our facilities;
- difficulties or delays experienced by trucks, railroads or
pipelines in delivering products to or from our terminals or
pipelines;
- changes in demand for the use of natural gas, NGLs and crude
oil because of market conditions caused by concerns about climate
change;
- conflicts of interest between OKE, OKS, ONEOK Partners GP, and
related parties of OKE, OKS, and ONEOK Partners GP;
- the impact of unforeseen changes in interest rates, equity
markets, inflation rates, economic recession and other external
factors over which OKE and OKS have no control, including the
effect on pension and postretirement expense and funding resulting
from changes in equity and bond market returns;
- our indebtedness could make us vulnerable to general adverse
economic and industry conditions, limit our ability to borrow
additional funds and/or place us at competitive disadvantages
compared with our competitors that have less debt, or have other
adverse consequences;
- actions by rating agencies concerning the credit ratings of
ONEOK and ONEOK Partners;
- the results of administrative proceedings and litigation,
regulatory actions, rule changes and receipt of expected clearances
involving any local, state or federal regulatory body, including
the Federal Energy Regulatory Commission (FERC), the National
Transportation Safety Board, the Pipeline and Hazardous Materials
Safety Administration (PHMSA), the U.S. Environmental Protection
Agency (EPA) and the U.S. Commodity Futures Trading Commission
(CFTC);
- our ability to access capital at competitive rates or on terms
acceptable to us;
- risks associated with adequate supply to our gathering,
processing, fractionation and pipeline facilities, including
production declines that outpace new drilling or extended periods
of ethane rejection;
- the risk that material weaknesses or significant deficiencies
in our internal controls over financial reporting could emerge or
that minor problems could become significant;
- the impact and outcome of pending and future litigation;
- the ability to market pipeline capacity on favorable terms,
including the effects of:
-
- future demand for and prices of natural gas, NGLs and crude
oil;
- competitive conditions in the overall energy market;
- availability of supplies of Canadian and United States natural gas and crude oil;
and
- availability of additional storage capacity;
- performance of contractual obligations by our customers,
service providers, contractors and shippers;
- the timely receipt of approval by applicable governmental
entities for construction and operation of our pipeline and other
projects and required regulatory clearances;
- our ability to acquire all necessary permits, consents or other
approvals in a timely manner, to promptly obtain all necessary
materials and supplies required for construction, and to construct
gathering, processing, storage, fractionation and transportation
facilities without labor or contractor problems;
- the mechanical integrity of facilities operated;
- demand for our services in the proximity of our
facilities;
- our ability to control operating costs;
- acts of nature, sabotage, terrorism or other similar acts that
cause damage to our facilities or our suppliers' or shippers'
facilities;
- economic climate and growth in the geographic areas in which we
do business;
- the risk of a prolonged slowdown in growth or decline in
the United States or international
economies, including liquidity risks in United States or foreign credit markets;
- the impact of recently issued and future accounting updates and
other changes in accounting policies;
- the possibility of future terrorist attacks or the possibility
or occurrence of an outbreak of, or changes in, hostilities or
changes in the political conditions in the Middle East and elsewhere;
- the risk of increased costs for insurance premiums, security or
other items as a consequence of terrorist attacks;
- risks associated with pending or possible acquisitions and
dispositions, including our ability to finance or integrate any
such acquisitions and any regulatory delay or conditions imposed by
regulatory bodies in connection with any such acquisitions and
dispositions;
- the impact of uncontracted capacity in our assets being greater
or less than expected;
- the ability to recover operating costs and amounts equivalent
to income taxes, costs of property, plant and equipment and
regulatory assets in our state and FERC-regulated rates;
- the composition and quality of the natural gas and NGLs
supplied to OKS's gathering system, processed in OKS's plants and
transported on OKS's pipelines;
- the efficiency of our plants in processing natural gas and
extracting and fractionating NGLs;
- the impact of potential impairment charges;
- the risk inherent in the use of information systems in our
respective businesses, implementation of new software and hardware,
and the impact on the timeliness of information for financial
reporting;
- our ability to control construction costs and completion
schedules of our pipelines and other projects; and
- the risk factors listed in the reports OKE and OKS have filed
and may file with the SEC, which are incorporated by
reference.
These reports are also available from the sources described
above. Forward-looking statements are based on the estimates
and opinions of management at the time the statements are made.
Neither ONEOK nor ONEOK Partners undertakes any obligation to
publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included herein and elsewhere,
including the Risk Factors included in the most recent reports on
Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK
Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC
filings are available publicly on the SEC's website at
www.sec.gov.
Additional Information And Where To Find It
This communication is not a solicitation of any vote, approval,
or proxy from any ONEOK stockholder or ONEOK Partners
unitholder. In connection with the proposed transaction,
ONEOK filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4, which includes a preliminary
prospectus of ONEOK and a joint proxy statement of ONEOK and ONEOK
Partners. These materials are not yet final and will be
amended. Each of ONEOK and ONEOK Partners may also file other
documents with the SEC regarding the proposed transaction. ONEOK
and OKS will each mail the joint proxy statement/prospectus to
their respective stockholders and unitholders. This document
is not a substitute for any prospectus, proxy statement or any
other document which ONEOK or ONEOK Partners may file with the SEC
in connection with the proposed transaction. ONEOK and ONEOK
Partners urge investors and their respective stockholders and
unitholders to read the registration statement, including the
preliminary joint proxy statement/prospectus that is a part of the
registration statement, and the definitive joint proxy
statement/prospectus, and other relevant materials filed and to be
filed with the SEC regarding the proposed transaction when they
become available, as well as other documents filed with the SEC,
because they contain or will contain important information. You may
obtain copies of all documents filed with the SEC regarding this
transaction (when they become available), free of charge, at the
SEC's website (www.sec.gov). You may also obtain these
documents, free of charge, from ONEOK's website (www.oneok.com)
under the tab "Investors" and then under the heading "SEC
Filings." You may also obtain these documents, free of
charge, from ONEOK Partners' website (www.oneokpartners.com) under
the tab "Investors" and then under the heading "SEC Filings."
Participants In The Solicitation
ONEOK, ONEOK Partners and their respective directors, executive
officers and certain other members of management and employees may
be soliciting proxies from ONEOK stockholders and ONEOK Partners
unitholders in favor of the proposed transaction and related
matters. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of
ONEOK stockholders and ONEOK Partners unitholders in connection
with the proposed transaction are set forth in the preliminary
joint proxy statement/prospectus filed with the SEC on March 7, 2017 and will be set forth in the
definitive joint proxy statement/prospectus when it becomes
available. You can find information about ONEOK's executive
officers and directors in its definitive proxy statement filed with
the SEC on April 6, 2017. You
can find information about ONEOK Partners' executive officers and
directors in its annual report on Form 10-K filed with the SEC on
February 28, 2017. Additional
information about ONEOK's executive officers and directors and
ONEOK Partners' executive officers and directors can be found in
the above-referenced Registration Statement on Form S-4 and the
other relevant materials to be filed with the SEC when they become
available. You can obtain free copies of these documents from
ONEOK and ONEOK Partners using the contact information below.
Analyst
Contact:
|
Megan
Patterson
|
|
918-561-5325
|
Media
Contact:
|
Stephanie
Higgins
|
|
918-591-5026
|
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SOURCE ONEOK Partners, L.P.