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ONEOK INC /NEW/ 8-K Report, Material Agreement (Nov 25, 2024)

Reports
Material Agreements·Regulation FD·Exhibits & Filings
Filing Date
Filed November 25, 2024
Period End
November 24, 2024
Security
OKE
In the record · 2016–202610-K1110-Q328-K365

OKE filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 365 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Jul ’17Jul ’17
  2. Leadership change8-K · Feb ’19Feb ’19
  3. Material agreement8-K · Jun ’22Jun ’22
  4. Material agreement8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed November 25, 2024. Cited figures are marked; the original filing is the authoritative source.

On November 24, 2024, ONEOK (OKE) entered into a merger agreement to acquire all of the publicly held common units of EnLink Midstream (ENLC) in a tax-free, all-stock transaction valued at approximately $4.3 billiona.

Each publicly held EnLink unit will convert into 0.1412 shares of ONEOK common stock, based on EnLink's $15.75b close on November 22, 2024 and ONEOK's 10-day VWAP. ONEOK expects to issue roughly 37.0 million shares, about 6.0% of its post-closing shares outstanding. The transaction is structured as a two-step merger (a First Merger and a Second Merger) and is expected to close in the first quarter of 2025.

The deal is largely a formality for ONEOK's control position. ONEOK already owns about 43.8% of EnLink units following its October 2024 acquisition of GIP's interest for roughly $3.3 billionc in cash, and it has irrevocably agreed under a Support Agreement to vote those units in favor. Completion still requires approval by a Unit Majority of EnLink unitholders, which ONEOK's own vote effectively supplies, and it requires an effective Form S-4 registration statement and NYSE listing approval for the new shares.

No ONEOK shareholder vote is required, and HSR waiting periods were already satisfied under the earlier acquisition. The merger agreement also requires a tax opinion that the transaction qualifies as a Section 368(a) reorganization. Management says the transaction will be accretive to ONEOK shareholders and will give former EnLink public unitholders greater trading liquidity and a more attractive dividend yield.

Investors should note that the filing excerpt does not quantify accretion, synergies, or the pro forma capital structure. Termination rights include an outside date of May 23, 2025, and EnLink may owe ONEOK a $143,978,000d termination fee in certain circumstances, with expense reimbursements capped at $10 million on each side. The S-4 and proxy statement/prospectus will contain the detailed financial and risk disclosure.

02—Key points

Key Highlights

  1. Acquisition of all publicly held EnLink common units for approximately $4.3 billion in ONEOK common stock, at an exchange ratio of 0.1412 ONEOK shares per EnLink unit.
  2. ONEOK will issue approximately 37.0 million shares, about 6.0% of ONEOK's shares outstanding after closing.
  3. ONEOK already owns about 43.8% of EnLink units (200,340,753 units) and has irrevocably agreed under a Support Agreement to vote in favor, which makes approval by EnLink unitholders highly likely.
  4. No ONEOK shareholder vote and no further regulatory approval are required; HSR waiting period was already completed in connection with the earlier GIP-related acquisition.
  5. Expected closing in Q1 2025, subject to a Unit Majority EnLink unitholder vote, effectiveness of the Form S-4, NYSE listing approval, and a tax opinion on reorganization treatment.
  6. Termination rights include a May 23, 2025 outside date; EnLink may owe a $143,978,000 termination fee in specified circumstances, with $10 million expense reimbursement caps on each side.
  7. Equity awards convert into ONEOK time-based RSUs; performance units are measured at actual, or target where the performance period is incomplete.

03—Questions

Frequently Asked Questions

  1. How much will EnLink unitholders receive in this transaction?

    Each publicly held EnLink common unit converts into 0.1412 shares of ONEOK common stock. ONEOK's release says this reflects EnLink's $15.75 unit price on November 22, 2024, divided by ONEOK's 10-day VWAP, and the total transaction is valued at about $4.3 billion.

  2. Does ONEOK need its own shareholders to approve this deal?

    No. According to the filing and press release, no ONEOK shareholder vote is required. Approval must come from a Unit Majority of EnLink unitholders, and ONEOK has committed to vote its roughly 43.8% stake in favor.

  3. What could prevent the transaction from closing?

    Closing conditions include EnLink unitholder approval, the absence of any legal prohibition, effectiveness of the Form S-4, NYSE listing approval for the new shares, a tax opinion that the deal is a Section 368(a) reorganization, and accuracy of representations and performance of covenants. Either party may terminate if the deal has not closed by May 23, 2025, among other triggers.

  4. What is the financial impact on ONEOK?

    The filing excerpt does not provide pro forma financials, synergy estimates, or leverage impacts. ONEOK says the deal is expected to be accretive to shareholders and cites the tax-free structure. Investors should review the forthcoming S-4 and proxy statement/prospectus for quantitative detail, and note the filing also flags risks around credit rating changes and integration.

  5. What happens to the EnLink Series B Preferred Units and equity awards?

    The First Merger is a Series B Change of Control, so Series B Preferred Units will be redeemed for cash or exchanged for EnLink units at ONEOK's sole discretion. Outstanding EnLink restricted incentive unit awards and performance unit awards will be assumed by ONEOK and converted into time-based RSUs for ONEOK common stock.

04—Continue

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