M&A: EnLink Midstream, LLC

Form Type: 425

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000110465924132700

Comments: 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.

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Form Type: 425

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000110465924132701

Comments: 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.

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Form Type: 425

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024113677

Comments: 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.

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Form Type: DEFM14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000121390024113605

Comments: 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.

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