M&A - EnLink Midstream, LLC

Form Type: 15-12G

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025011800

Filing Summary: On January 31, 2025, Elk Merger Sub I, L.L.C. merged with EnLink Midstream, LLC, with EnLink surviving the First Merger. Subsequently, EnLink merged into Elk Merger Sub II, L.L.C., which is now a wholly-owned subsidiary of ONEOK, Inc. This series of Mergers, referred to as the First and Second Merger, resulted in the termination of EnLink's corporate existence. The Mergers were conducted under an Agreement and Plan of Merger dated November 24, 2024, involving multiple parties including ONEOK and EnLink Midstream Manager, LLC.

Form Type: 15-15D

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025011803

Filing Summary: On January 31, 2025, Elk Merger Sub I, L.L.C. merged with EnLink Midstream, LLC, with EnLink surviving the first merger. Following this, EnLink, as the surviving entity, merged with Elk Merger Sub II, L.L.C., resulting in Elk Merger Sub II surviving the second merger as a wholly-owned subsidiary of ONEOK, Inc. The mergers were executed following an Agreement and Plan of Merger dated November 24, 2024. As a result of the mergers, the corporate existence of EnLink ended. Recordholders of common units were reported as zero, while 69 holders of 5.375% Senior Notes due 2029 and 52 holders of 5.650% Senior Notes due 2034 were noted. The document acts as a certification and notice of termination of registration under the Securities Exchange Act of 1934, confirming the end of EnLink's corporate existence upon completion of the mergers.

Form Type: 15-15D

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025011806

Filing Summary: On January 31, 2025, Elk Merger Sub I, L.L.C., a subsidiary of ONEOK, Inc., merged with EnLink Midstream, LLC in the First Merger, where EnLink survived. Following this, EnLink, as the surviving entity, was merged into Elk Merger Sub II, L.L.C., with Merger Sub II surviving as a direct subsidiary of ONEOK. The Mergers concluded the corporate existence of EnLink. The document certifies the termination of registration and suspension of reporting duties under specific provisions of the Securities Exchange Act of 1934.

Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000121390025008864

Filing Summary: On January 31, 2025, Elk Merger Sub I, L.L.C. merged with EnLink Midstream, LLC, with EnLink surviving and then immediately merging into Elk Merger Sub II, L.L.C., making Merger Sub II the surviving entity as a subsidiary of ONEOK, Inc. This process involved the conversion of EnLink common units into shares of ONEOK common stock at an exchange ratio of 0.1412, alongside the assumption of EnLink's outstanding bonds by the merging entities. Additionally, all obligations under EnLink's previous credit agreements were repaid and terminated. As a result of these transactions, EnLink has requested the NYSE to delist its units and suspend trading, effective January 31, 2025. Changes to the rights of security holders were noted as part of this process, including the resignation of directors of the Manager. Supplemental indentures related to EnLink’s senior notes were executed on the closing date, confirming Merger Sub II's assumption of prior obligations.

Form Type: POSASR

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000121390025008919

Filing Summary: On January 31, 2025, Elk Merger Sub II, L.L.C., as successor in interest to EnLink Midstream, LLC, filed a post-effective amendment to deregister any and all securities registered but unissued under Registration Statement No. 333-276941. This amendment follows the completion of two Mergers: the first, where Elk Merger Sub I merged with EnLink, and EnLink survived, and the second, where EnLink merged into Elk Merger Sub II, leaving the latter as a wholly-owned subsidiary of ONEOK, Inc. The post-effective amendment is necessary to reflect the termination of all offerings of securities pursuant to the original registration statement and to cancel any unsold securities as per the undertakings made by EnLink in the statement.

Form Type: S-8 POS

Filing Date: 2025-01-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025008921

Filing Summary: Elk Merger Sub II, L.L.C., as the successor in interest to EnLink Midstream, LLC, has filed post-effective amendments to deregister securities under several prior Form S-8 Registration Statements due to the completion of two mergers. The first merger involved Elk Merger Sub I, L.L.C. merging with and into EnLink, with EnLink surviving. The second merger involved EnLink merging with Elk Merger Sub II, L.L.C., with the latter being the surviving entity and becoming a wholly-owned subsidiary of ONEOK, Inc. The amendments serve to remove all unsold and unissued securities previously registered under the related Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-01-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025008928

Filing Summary: On January 31, 2025, Elk Merger Sub II, L.L.C., as the successor in interest to EnLink Midstream, LLC, filed post-effective amendments to various Form S-8 registration statements to deregister unissued securities resulting from mergers involving EnLink. The mergers include Elk Merger Sub I merging with EnLink, with EnLink surviving, and then EnLink merging into Elk Merger Sub II, which is now a subsidiary of ONEOK, Inc. This action effectively terminates all offerings of securities registered under the referenced registration statements.

Form Type: S-8 POS

Filing Date: 2025-01-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025008932

Filing Summary: On January 31, 2025, Elk Merger Sub II, L.L.C. is filing these post-effective amendments to deregister securities that were registered but unissued under multiple Registration Statements on Form S-8 that were previously filed by EnLink Midstream, LLC. These actions are a result of a two-step merger process involving ONEOK, Inc. where Merger Sub I merged into EnLink, leading to EnLink itself merging into Elk Merger Sub II. As a consequence of these mergers, Elk Merger Sub II, as a direct wholly-owned subsidiary of ONEOK, is terminating all offerings of securities that were under the aforementioned Registration Statements and removing any unissued securities from registration.

Form Type: S-8 POS

Filing Date: 2025-01-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025008940

Filing Summary: On January 31, 2025, Elk Merger Sub II, L.L.C., as the successor in interest to EnLink Midstream, LLC, filed post-effective amendments to deregister all unissued securities under previously filed Form S-8 Registration Statements. These amendments relate to four Registration Statements that registered a total of 41,143,626 common units under EnLink's 2014 and 2009 Long-Term Incentive Plans. The deregistration follows the completion of two mergers: firstly, Merger Sub I merged with EnLink, which survived the First Merger, and secondly, EnLink merged with Elk Merger Sub II, resulting in Elk Merger Sub II surviving as a wholly-owned subsidiary of ONEOK, Inc. Consequently, all offerings of securities under the Registration Statements have been terminated, with the registrant certifying compliance with the requirements for Form S-8. The document indicates the intent to terminate the effectiveness of these Registration Statements accordingly.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025008890

Filing Summary: This Amendment No. 2 to Schedule 13D updates the original filing by ONEOK, Inc. regarding the common units of EnLink Midstream, LLC. On January 31, 2025, as part of the Merger Agreement, EnLink Units were converted into the right to receive 0.1412 shares of ONEOK Common Stock. Subsequently, EnLink Midstream, LLC merged into Merger Sub II, ceasing its separate existence, and becoming a wholly owned subsidiary of ONEOK. As a result of this Second Merger, EnLink Units are no longer listed on the New York Stock Exchange, and ONEOK intends to file a request for deregistration of the EnLink Units. The Reporting Person confirms no longer possessing any beneficial ownership or voting power over EnLink Units and states this filing represents an "exit" filing for ONEOK, indicating the conclusion of its position in EnLink.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925007643

Filing Summary: On January 30, 2025, EnLink Midstream, LLC held a Special Meeting of unitholders to vote on key proposals regarding a merger with ONEOK, Inc. The primary item on the agenda was the approval of the Agreement and Plan of Merger dated November 24, 2024, which involves two merger transactions: the first merging Merger Sub I into EnLink with EnLink as the surviving entity, and the second merging EnLink into Merger Sub II with Merger Sub II surviving. The vote on the Merger Proposal was overwhelmingly approved, with 379,134,802 common units in favor, 593,919 against, and 110,279 abstaining. Additionally, a Non-Binding Advisory Compensation Proposal for executives tied to the merger was also approved with 336,973,422 votes in favor, 42,360,032 against, and 505,546 abstentions. A joint press release from EnLink and ONEOK was issued on the same day to announce these results and provide an expected closing date for the mergers.

Form Type: 425

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000110465925005255

Filing Summary: EnLink Midstream, LLC has reported a definitive Agreement and Plan of Merger involving a transaction with ONEOK, Inc. The merger process includes two phases: the first phase involves Merger Sub I merging with EnLink, which will continue to exist post-merger, followed by EnLink merging with Merger Sub II. This report details the ongoing litigation and demand letters received from purported unitholders alleging shortcomings in the Proxy Statement/Prospectus related to disclosure deficiencies about the mergers. Although these allegations are deemed without merit by EnLink, the company is voluntarily providing supplemental disclosures in order to minimize potential delays and costs related to the complaints. The document emphasizes that the EnLink Board unanimously recommends that unitholders vote for the proposed merger. It also contains details about the financial analysis conducted by Evercore for EnLink and ONEOK, providing a range of enterprise values and equity valuations based on different methodologies. Furthermore, it mentions potential employment arrangements for EnLink's executive officers post-merger and discusses risks associated with forward-looking statements concerning the transaction. This communication does not constitute an offer or solicitation regarding securities, and there is additional information available through SEC filings and company websites.

Form Type: 425

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925005261

Filing Summary: EnLink Midstream, LLC, has received recommendations from leading independent proxy advisory firms, ISS and Glass Lewis, encouraging EnLink unitholders to vote in favor of the pending acquisition by ONEOK, Inc. The acquisition involves ONEOK acquiring the remaining publicly held common units of EnLink. A Special Meeting for EnLink unitholders is scheduled for January 30, 2025, where these proposals will be voted on. The Board of Directors of EnLink unanimously supports the acquisition. Completion of the transaction requires approval from a majority of outstanding EnLink common units, excluding those held by ONEOK, as well as satisfaction of other customary conditions. No shareholder vote from ONEOK is needed for the deal to proceed. The acquisition is anticipated to close shortly after the Special Meeting, contingent upon meeting all other closing requirements. The document contains forward-looking statements regarding the integration and expected results of the transaction, which are subject to various risks and uncertainties.

Form Type: 425

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025005576

Filing Summary: On January 22, 2025, ONEOK, Inc. and EnLink Midstream, LLC jointly announced that leading independent proxy advisory firms ISS and Glass Lewis have recommended that EnLink unitholders vote in favor of ONEOK's pending acquisition of the remaining publicly held common units of EnLink. The Special Meeting for EnLink unitholders is scheduled for January 30, 2025, where all proposals outlined in the definitive proxy statement are set to be voted on. The EnLink Board of Directors strongly recommends approval of the acquisition, which is contingent upon receiving majority approval from outstanding EnLink common units and satisfying customary closing conditions. The transaction is anticipated to close shortly after the meeting, pending the fulfillment or waiver of these conditions. EnLink unitholders are encouraged to reach out for assistance regarding the voting process, and all forward-looking statements related to the transaction have been clarified.

Form Type: 8-K

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000110465925005253

Filing Summary: On January 22, 2025, EnLink Midstream, LLC, alongside its subsidiaries and ONEOK, Inc., announced the execution of a definitive Agreement and Plan of Merger. This plan outlines the merger process where Merger Sub I will merge with EnLink, resulting in EnLink continuing as a surviving entity in the First Merger. Following this, EnLink will merge into Merger Sub II in the Second Merger. A registration statement on Form S-4 was filed by ONEOK to register shares for this transaction, which was declared effective by the SEC on December 30, 2024. Litigation has been initiated with demand letters and complaints related to the merger alleging disclosure deficiencies in the Proxy Statement/Prospectus. EnLink believes these allegations are without merit and is making supplemental disclosures to mitigate potential delays without admitting any legal necessity. The Board has recommended that unitholders vote in favor of the merger proposal at the special meeting.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925002607

Filing Summary: EnLink Midstream, LLC announced that Jesse Arenivas, the President and CEO, will be leaving the company effective at the closing of ONEOK, Inc.'s acquisition of the remaining publicly held common units of EnLink Midstream. This acquisition is outlined in the Agreement and Plan of Merger dated November 24, 2024. The closing is expected to happen in the first quarter of 2025. Arenivas's departure will be considered a 'Qualifying Termination' under his change in control agreement. His exit was not due to any disagreement with EnLink or the Manager.

Form Type: 425

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000110465924132700

Filing Summary: On December 31, 2024, EnLink Midstream, LLC announced the filing of definitive proxy materials in connection with ONEOK, Inc.'s pending acquisition of the remaining publicly held common units of EnLink Midstream. A special meeting of unitholders is scheduled for January 30, 2025, to vote on the acquisition. The EnLink Board of Directors unanimously recommends voting 'FOR' all proposals. Completion of the acquisition hinges on approval by a majority of outstanding EnLink common units, including those owned by ONEOK. The acquisition is structured as a tax-free transaction where each of EnLink's outstanding common units will convert into 0.1412 shares of ONEOK common stock. The transaction is anticipated to close in the first quarter of 2025, pending approval from unitholders and other closing conditions. The acquisition aims to create a fully integrated Permian Basin platform and enhance ONEOK's operations in the Mid-Continent and Southern regions, offering significant synergies and benefits to the combined entities.

Form Type: 425

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000110465924132701

Filing Summary: EnLink Midstream, LLC has filed definitive proxy materials with the SEC and announced a Special Meeting for its unitholders on January 30, 2025, to vote on a proposed merger with ONEOK. This communication confirms the filing date as December 31, 2024, and outlines that all unitholders on record as of December 23, 2024, are eligible to vote. The Board of Directors and the Conflicts Committee strongly recommend voting in favor of the proposals. Completion of the merger is contingent upon a majority approval from EnLink's unitholders and other customary closing conditions. Notably, ONEOK has committed to vote its shares in favor, and there is no requirement for a ONEOK shareholder vote. The document further details the timeline for proxy materials to be sent out and encourages unitholders to participate. It also includes forward-looking statements and clarifications about potential risks related to the transaction.

Form Type: 425

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024113677

Filing Summary: On December 31, 2024, EnLink Midstream, LLC filed definitive proxy materials with the SEC regarding a significant acquisition transaction. A Special Meeting of EnLink Unitholders is set for January 30, 2025, at which time recorded unitholders will be able to vote on the proposed transaction. The EnLink Board of Directors has unanimously recommended that unitholders vote 'FOR' the proposals outlined in the proxy statement. The transaction, recognized as phase 2, aims to finalize the acquisition of the remaining publicly held common units of EnLink. Completion of this phase is contingent upon receiving majority approval from the outstanding EnLink common units, including those owned by ONEOK, which has committed to vote in favor of the transaction. The proxy materials are anticipated to be mailed to unitholders shortly following the filing on December 31. This acquisition is scheduled to close in the first quarter of 2025, pending the customary conditions and approvals.

Form Type: DEFM14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000121390024113605

Filing Summary: EnLink Midstream, LLC has proposed to merge with ONEOK, Inc. under a merger agreement dated November 24, 2024. This agreement includes a two-step merger process involving Elk Merger Sub I and Elk Merger Sub II. Each holder of EnLink Units will receive 0.1412 shares of ONEOK Common Stock for each EnLink Unit held at the time of the first merger. The conflicts committee and the board of directors of EnLink unanimously approved the merger, determining it to be in the best interests of the unitholders not affiliated with ONEOK. A special meeting for EnLink unitholders is scheduled for January 30, 2025, where they will vote on the merger proposal and an advisory compensation proposal relating to named executive officers. As of the record date, December 23, 2024, ONEOK owns approximately 43.8% of all EnLink Units. The market value of the exchange ratio has fluctuated, representing approximately $14.23 per EnLink Unit based on the last trading day before the proxy statement. The document warns that the obligations of both parties to complete the merger are dependent on various conditions as stated in the Merger Agreement.