01—Abstract
Summary
Summary of the 8-K filed January 30, 2025. Cited figures are marked; the original filing is the authoritative source.
On January 30, 2025, ONEOK, Inc. (NYSE: OKE) and EnLink Midstream, LLC (NYSE: ENLC) announced that EnLink unitholders approved ONEOK's previously announced acquisition of the remaining publicly held common units of EnLink.
Preliminary results show approximately 379.1 million units, or about 99.8%a of the units voted, were cast in favor, representing 82.9% of outstanding units. The transaction is expected to close on January 31, 2025, at which point EnLink common units will cease trading on the NYSE before market open. Under the terms of the deal, each EnLink common unit not already owned by ONEOK will convert into 0.1412 shares of ONEOK common stock.
This completes the final step in ONEOK bringing EnLink fully under its ownership, so public EnLink unitholders will become ONEOK shareholders. The filing itself is a Regulation FD disclosure that incorporates the press release by reference and does not present new financial results, guidance, or updated deal economics.
The filing includes standard cautionary language on forward-looking statements, covering integration risk, potential synergy shortfalls, possible changes in credit ratings, closing conditions, and commodity price and regulatory exposure. Investors should note that the Form S-4 registration statement was declared effective by the SEC on December 30, 2024, and the proxy statement/prospectus was mailed to EnLink unitholders around December 31, 2024.
02—Key points
Key Highlights
- EnLink unitholders approved ONEOK's acquisition of the remaining publicly held EnLink common units, with preliminary results showing 99.8% of voted units in favor (379.1 million units).
- Approval represented 82.9% of outstanding EnLink units, providing a strong shareholder mandate for the transaction.
- The transaction is expected to close on January 31, 2025, with EnLink common units expected to stop trading on the NYSE before market open that day.
- Exchange ratio: each EnLink common unit not owned by ONEOK converts into 0.1412 shares of ONEOK common stock.
- The S-4 registration statement was declared effective by the SEC on December 30, 2024, and the proxy statement/prospectus was mailed to EnLink unitholders around December 31, 2024.
- EnLink will file a Form 8-K with final special meeting vote results, as the figures in this release are preliminary.
- Forward-looking risks include integration challenges, synergy realization, potential credit rating changes, and commodity price exposure.
03—Questions
Frequently Asked Questions
What did EnLink unitholders approve?
EnLink unitholders approved ONEOK's acquisition of all EnLink common units that ONEOK did not already own, so ONEOK will take full ownership of EnLink.
How many EnLink units were voted in favor?
According to preliminary results, approximately 379.1 million units, or about 99.8% of the units voted, were cast in favor. This equals 82.9% of all outstanding EnLink units.
What will EnLink unitholders receive in the transaction?
Each EnLink common unit not owned by ONEOK will be converted into 0.1412 shares of ONEOK common stock upon completion of the acquisition.
When is the transaction expected to close and what happens to EnLink's trading?
The acquisition is expected to close on January 31, 2025. EnLink common units are expected to cease trading on the NYSE before market open on that date.
Are the vote results final?
No. The figures in the press release are preliminary. EnLink will disclose the final vote results in a separate Form 8-K filed with the SEC.
04—Continue