What is the main reason for this 8-K filing?

This 8-K filing is primarily to provide supplemental disclosures to the joint proxy statement/prospectus related to ONEOK's merger with Magellan Midstream Partners. These supplements are in response to a shareholder demand letter that alleged material omissions in the original disclosure documents.

Does ONEOK believe it made any mistakes in its original merger disclosures?

No, ONEOK explicitly states that it believes its original disclosures fully comply with applicable law and that the allegations in the demand letter are entirely without merit. The company is providing the supplemental disclosures voluntarily to avoid nuisance, cost, distraction, and to prevent any efforts to delay the merger closing, without admitting any liability.

What kind of information was updated in the supplemental disclosures?

The supplemental disclosures update specific financial figures used by ONEOK's financial advisor, Goldman Sachs, in its fairness opinion. This includes more precise figures for Magellan's total debt (approximately $5 billion) and cash ($7 million), ONEOK's total debt (approximately $13 billion, including Series E Preferred Equity) and cash ($680 million), as well as updated estimates for fully diluted shares outstanding for both companies and projected cash tax savings related to net operating losses.

Will these supplemental disclosures affect the timeline or terms of the merger with Magellan?

ONEOK's stated intention is that these supplemental disclosures are made to avoid delays and to ensure a smooth closing process. While the specifics of the merger terms are not changed, the aim is to proactively address shareholder concerns that could potentially impede the closing.

OKE 8-K SEC Disclosure — Sep 14, 2023

Summary

ONEOK, Inc. (OKE) filed an 8-K to disclose supplemental information regarding its previously announced merger with Magellan Midstream Partners, L.P. (MMP). This filing primarily addresses a demand letter from a shareholder alleging material omissions in the joint proxy statement/prospectus related to the merger. ONEOK asserts that its existing disclosures are compliant but is voluntarily providing supplemental information to avoid litigation and potential delays to the transaction closing. The supplemental disclosures update specific financial figures used in the financial advisor's fairness opinion. These include updated debt and cash figures for both ONEOK and Magellan, as well as revised estimates for fully diluted shares and projected future cash flows. While ONEOK maintains that no further disclosure is legally required, these additions aim to provide greater clarity on the financial analyses supporting the merger and to preempt further shareholder challenges.

Key Highlights

1ONEOK is providing supplemental disclosures to its joint proxy statement/prospectus concerning the merger with Magellan Midstream Partners, L.P.
2The supplemental disclosures are in response to a shareholder demand letter alleging material omissions, which ONEOK disputes but is addressing to avoid litigation and transaction delays.
3Key financial figures within the fairness opinion provided by ONEOK's financial advisor, Goldman Sachs, have been updated.
4Updated figures include approximate debt, cash, fully diluted share counts for both ONEOK and Magellan, and projected cash tax savings.
5ONEOK believes its original disclosures were compliant and that the shareholder allegations are without merit.
6The company is voluntarily supplementing disclosures without admitting liability to ensure a smooth closing process for the merger.
7The merger agreement and associated registration statement remain effective, with updated information now available.

ONEOK INC /NEW/ 8-K Report, Corporate Update (Sep 14, 2023)

Summary

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