What is the primary purpose of this merger between ONEOK and ONEOK Partners?

The primary purpose of the merger is to simplify ONEOK's corporate structure, eliminate the public MLP, and enhance its financial flexibility. This is expected to lead to greater operational efficiencies and potentially improved access to capital.

How will ONEOK Partners unitholders be compensated in this transaction?

ONEOK Partners common unitholders will receive 0.985 shares of ONEOK common stock for each ONEOK Partners common unit they hold. This is a taxable transaction for these unitholders.

What are the key conditions that need to be met for this merger to be completed?

Key conditions include the approval of the merger by a majority of ONEOK's common stockholders and at least a majority of ONEOK Partners' outstanding common and Class B units. Other conditions include the listing of ONEOK's common stock on the NYSE, the effectiveness of a registration statement for the new shares, and the absence of any regulatory prohibitions.

Are there any penalties if the merger agreement is terminated?

Yes, the merger agreement includes termination rights for both ONEOK and ONEOK Partners. If the agreement is terminated under certain circumstances, ONEOK Partners may have to pay ONEOK a termination fee of up to $300 million, and conversely, ONEOK may have to pay ONEOK Partners a termination fee of up to $300 million.

OKE 8-K: Material Agreements & Regulation FD

Summary

ONEOK, Inc. (OKE) has announced a significant strategic move through a definitive agreement to merge with and acquire its publicly traded partnership, ONEOK Partners, L.P. (OKS). This transaction, structured as a taxable merger, will see ONEOK Partners surviving as a wholly owned subsidiary of ONEOK. The deal values ONEOK Partners common units at 0.985 shares of ONEOK common stock. This move is aimed at simplifying ONEOK's corporate structure and enhancing its financial flexibility. For investors, this merger represents a shift towards a more streamlined entity with potentially improved access to capital and operational efficiencies. The transaction is subject to customary closing conditions, including approvals from both ONEOK shareholders and ONEOK Partners unitholders, and is expected to close by September 30, 2017. The agreement includes provisions for termination fees, indicating the commitment of both parties to completing the transaction.

Key Highlights

1ONEOK, Inc. to acquire its master limited partnership, ONEOK Partners, L.P., in a merger transaction.
2The merger is structured as a taxable transaction for ONEOK Partners unitholders.
3ONEOK Partners common units will be converted into 0.985 shares of ONEOK common stock.
4The transaction aims to simplify ONEOK's corporate structure and enhance financial flexibility.
5The merger requires approval from ONEOK's stockholders and ONEOK Partners' limited partners.
6Closing is anticipated by September 30, 2017, subject to closing conditions.
7The merger agreement includes provisions for termination fees up to $300 million for either party under specific circumstances.

ONEOK INC /NEW/ 8-K Report, Material Agreement (Feb 1, 2017)

Summary

Key Highlights

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