Item 1.01 Entry into a Material Definitive Agreement.

Oklahoma Natural Gas Company, a division of ONE Gas, Inc. ("Oklahoma Natural Gas"), provides natural gas service to approximately 905,000 customers in Oklahoma.

On August 25, 2022, the Oklahoma Development Finance Authority (the "ODFA"), a public trust and instrumentality of the State of Oklahoma, completed the issuance and sale of $1,354,200,000 in ratepayer-backed bonds (the "Bonds") that were offered for the purpose of allowing Oklahoma Natural Gas to recover the extraordinary costs it incurred as a result of Winter Storm Uri in February 2021, under and pursuant to a new provision of Oklahoma law, "February 2021 Regulated Utility Consumer Protection Act" (the "Securitization Law"). The Bonds are limited and special revenue obligations of the ODFA, payable solely from the securitization bond collateral, created pursuant to the Securitization Law and an irrevocable financing order issued by the Oklahoma Corporation Commission on January 25, 2022 (the "Financing Order"). The Supreme Court of Oklahoma held that the Bonds were properly authorized and constitutional under Oklahoma law in an opinion issued on May 24, 2022. The Bonds are not an obligation of Oklahoma Natural Gas or any of its affiliates.

In connection with the transaction described above, the ODFA and Oklahoma Natural Gas entered into a Securitization Property Purchase and Sale Agreement (the "Sale Agreement") whereby the ODFA purchased, and Oklahoma Natural Gas sold, the securitization property created pursuant to the Securitization Law and the Financing Order. Such securitization property includes the right to assess, impose, adjust, collect and receive revenues, in the form of the winter event securitization charge from Oklahoma Natural Gas' existing and future Oklahoma customers in amounts intended to be sufficient to pay the principal and interest and financing charges on the Bonds over 25 years. The proceeds received by Oklahoma Natural Gas for the sale of the securitization property were approximately $1.34 billion, which represents the amount of Bonds sold less issuance costs.

The Sale Agreement contains customary representations, warranties, agreements and indemnification obligations by Oklahoma Natural Gas. The foregoing description of the Sale Agreement is not complete and is in all respects subject to the actual provisions of the Sale Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits





  (d) Exhibits



Exhibit
Number                                    Description

10.1           Securitization Property Purchase and Sale Agreement dated as of
             August 25, 2022 by and between the Oklahoma Development Finance
             Authority, as Issuer, and Oklahoma Natural Gas Company, a division of
             ONE Gas, Inc., as Seller.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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