Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Issuance of Notes

On September 24, 2024, ONEOK, Inc. ("ONEOK") completed its previously announced underwritten public offering (the "Offering") of $1.25 billion aggregate principal amount of its 4.250% notes due 2027 (the "2027 Notes"), $600 million aggregate principal amount of its 4.400% notes due 2029 (the "2029 Notes"), $1.25 billion aggregate principal amount of its 4.750% notes due 2031 (the "2031 Notes"), $1.60 billion aggregate principal amount of its 5.050% notes due 2034 (the "2034 Notes"), $1.50 billion aggregate principal amount of its 5.700% notes due 2054 (the "2054 Notes"), and $800 million aggregate principal amount of its 5.850% notes due 2064 (the "2064 Notes" and, together with the 2027 Notes, the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes, the "Notes"). The Notes are guaranteed by ONEOK Partners, L.P. ("ONEOK Partners"), ONEOK Partners Intermediate Limited Partnership ("ONEOK Partners Intermediate") and Magellan Midstream Partners, L.P. (together with ONEOK Partners and ONEOK Partners Intermediate, the "Guarantors").

ONEOK intends to use the net proceeds from the Offering of approximately $6.9 billion, after deducting underwriting discounts and estimated offering expenses, to fund the purchase prices for its previously announced transactions with affiliates of Global Infrastructure Partners ("GIP") to acquire GIP's entire interests in EnLink Midstream, LLC ("EnLink" and, such transaction, the "EnLink Transaction") and Medallion Midstream, LLC (such transaction, together with the EnLink Transaction, the "Transactions") and to pay related fees and expenses. ONEOK intends to use any remaining net proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness, including the repurchase or redemption of existing notes.

In connection with the issuance of the Notes, ONEOK terminated $6.0 billion in commitments under the previously disclosed debt commitment letter with JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA(collectively, the "Banks") pursuant to which the Banks agreed to provide ONEOK with an unsecured term loan facility in an aggregate amount of $6.0 billion available in two draws (the "Commitments"). The Commitments were voluntarily terminated by ONEOK, as ONEOK determined that the Commitments were no longer necessary to finance the Transactions.

Supplemental Indentures and Notes

ONEOK registered the sale of the Notes with the Securities and Exchange Commission pursuant to a Registration Statement on Form S-3 (Registration No. 333-272782) filed on June 20, 2023, as amended by Post-Effective Amendment No. 1 to Form S-3, filed on September 10, 2024.