8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Acquisition Completed (Jan 31, 2025)

Filed January 31, 2025For Securities:OKE

Summary

ONEOK Inc. (OKE) announced the successful completion of its acquisition of EnLink Midstream, LLC through a series of mergers (the "Mergers"). Effective January 30, 2025, holders of EnLink common units received 0.1412 shares of ONEOK common stock for each EnLink unit, with cash to be paid in lieu of fractional shares. This strategic acquisition, previously holding a significant stake in EnLink, is now fully integrated, aiming to enhance ONEOK's position in the midstream energy sector. The completion of the Mergers also involved an internal reorganization, where ONEOK assumed obligations related to EnLink's and ENLK's outstanding senior notes and credit agreements. Furthermore, the acquired entities are now guaranteeing ONEOK's existing debt obligations. Investors should note that the issuance of ONEOK shares in connection with the merger was registered under a Form S-4 registration statement filed earlier. This filing primarily confirms the transaction's closing and its immediate financial implications.

Key Highlights

  • 1ONEOK has successfully completed its acquisition of EnLink Midstream.
  • 2EnLink unitholders received 0.1412 shares of ONEOK common stock per EnLink unit.
  • 3Cash will be paid in lieu of fractional ONEOK shares.
  • 4Outstanding EnLink restricted and performance unit awards were converted into ONEOK restricted stock units.
  • 5ONEOK assumed obligations for EnLink and ENLK's senior notes and credit agreements post-merger.
  • 6EnLink and ENLK will now guarantee ONEOK's debt obligations.
  • 7The transaction was previously registered under a Form S-4 filing.

Frequently Asked Questions

This 8-K filing formally announces and confirms the completion of ONEOK's acquisition of EnLink Midstream. It details the exchange ratio for EnLink unitholders and the conversion of equity awards, signaling the full integration of EnLink into ONEOK's operations.

EnLink common unitholders will receive 0.1412 shares of ONEOK common stock for each EnLink unit they held. For any fractional shares that would result from this ratio, holders will receive cash in lieu of those fractional shares.

Following the merger and an internal reorganization, ONEOK has assumed the obligations under EnLink's and ENLK's existing indentures and senior notes. Additionally, EnLink and ENLK (as entities now part of ONEOK) will provide guarantees for ONEOK's and ONEOK Partners, L.P.'s debt obligations, including their credit agreement.

Yes, outstanding EnLink restricted incentive units (RIUs) and performance units (PUs) were assumed by ONEOK and converted into time-based restricted stock units (RSUs) with respect to ONEOK common stock. The conversion ratio is based on the merger exchange ratio, and performance-based vesting conditions on PU awards will no longer apply.