M&A - ONEOK INC /NEW/

Form Type: 10-K

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000103968425000036

Filing Summary: ONEOK INC announced the completion of several significant acquisitions including the EnLink Controlling Interest Acquisition and the Medallion Acquisition, which are aimed at enhancing its market position and operational capacity. The acquisitions are considered pivotal for the future growth of the company, with expected synergies from integrating these operations. The financial implications of these acquisitions are discussed, including the potential increase in revenue and expansion into new markets. The document contains financial statements reflecting the impacts of these acquisitions as well as future guidance based on the new operational structure.

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Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000121390025010560

Filing Summary: On January 31, 2025, ONEOK, Inc. executed a significant corporate action involving a merger that comprised two phases: the First Merger and the Second Merger. Elk Merger Sub I, a wholly-owned subsidiary of ONEOK, merged with EnLink Midstream, with EnLink surviving. Subsequently, EnLink merged with Elk Merger Sub II, another subsidiary of ONEOK, making Merger Sub II the surviving entity. This action was governed by an Agreement and Plan of Merger established on November 24, 2024. Concurrently with the mergers, ONEOK carried out an internal reorganization of the acquired entities. Several supplemental indentures were executed as part of this process, allowing Merger Sub II to assume obligations of EnLink’s outstanding senior notes, while EnLink was released from its obligations. Additionally, a guarantee agreement under the ONEOK Credit Agreement was established to back ONEOK's financial commitments. On February 3, 2025, it was noted that Charles M. Kelley would retire effective March 31, 2025, marking a leadership change within ONEOK.

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Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000121390025008853

Filing Summary: On January 31, 2025, ONEOK, Inc. completed a merger process involving EnLink Midstream, LLC. The transaction consisted of two main mergers: the first merger involved Elk Merger Sub I, a wholly-owned subsidiary of ONEOK, merging with EnLink, which resulted in EnLink surviving the first merger. Immediately after, EnLink merged into Elk Merger Sub II, another subsidiary of ONEOK, which survived as a wholly-owned subsidiary of ONEOK. As part of these mergers, each common unit of EnLink was converted into the right to receive 0.1412 shares of ONEOK common stock, with cash issued for any fractional shares. The transaction followed a merger agreement dated November 24, 2024, and was registered under the Securities Act of 1933. Following the mergers, ONEOK also initiated an internal reorganization concerning the acquired entities and assumed obligations related to various debt instruments of the merged entities. A press release was issued by ONEOK on the same date to announce the completion of these mergers.

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Form Type: S-8

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000121390025008559

Filing Summary: ONEOK, Inc. is filing a registration statement under Form S-8 to register 480,280 shares of common stock, which may be issued to holders of certain restricted stock units pursuant to the terms of the Agreement and Plan of Merger dated November 24, 2024. This merger involves Elk Merger Sub I, L.L.C. merging with EnLink Midstream, LLC, followed by a second merger where EnLink merges with Elk Merger Sub II, L.L.C. This filing represents awards that have been converted from EnLink to ONEOK shares, and highlights the company’s intention to assume the EnLink 2014 Long-Term Incentive Plan in relation to these stock awards. The registration statement includes references to various documents incorporated by reference, including previous SEC filings and the terms regarding indemnification and liability of directors and officers. The Statement is officially signed by key executives on January 31, 2025, confirming the filing requirements have been met.

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Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025008451

Filing Summary: On January 30, 2025, ONEOK, Inc. and EnLink Midstream, LLC announced that EnLink unitholders approved ONEOK's acquisition of the remaining publicly held common units of EnLink. The acquisition is anticipated to close on January 31, 2025. The document includes forward-looking statements regarding the integration of EnLink's business into ONEOK, potential risks and uncertainties relating to the merger, and emphasizes the importance of reviewing additional information related to the transaction that may be available through SEC filings and the companies' websites.

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Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025008444

Filing Summary: On January 30, 2025, ONEOK, Inc. announced that EnLink Midstream, LLC's unitholders approved ONEOK's acquisition of the remaining publicly held common units of EnLink. The acquisition is expected to close on January 31, 2025. A press release detailing this acquisition was issued and is included as Exhibit 99.1. The communication contains forward-looking statements regarding the transaction's expected closing and the future operations of ONEOK and EnLink. Additionally, the document cautions investors to read the registration statement and proxy statement/prospectus filed with the SEC for more details regarding the proposed transaction and its associated risks.

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Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: New

Accession Number: 000103968425000002

Filing Summary: On December 31, 2024, ONEOK, Inc. announced the successful closing of the sale of its three wholly owned interstate natural gas pipeline systems to DT Midstream, Inc. The transaction is effective as of 11:59 p.m. Central on December 31, 2024, with a total cash consideration of $1.2 billion, which is subject to customary adjustments. The announcement includes forward-looking statements regarding the potential benefits of the transaction, such as operational, financial, and strategic advantages including deleveraging. The risk factors associated with the transaction, including potential disruptions to current operations and changes in market conditions, are also detailed.

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Form Type: 425

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024113666

Filing Summary: On December 31, 2024, ONEOK, Inc. announced in conjunction with EnLink Midstream, LLC that EnLink has filed definitive proxy materials with the U.S. Securities and Exchange Commission for the acquisition of the remaining publicly held common units of EnLink. A Special Meeting for EnLink unitholders is set for January 30, 2025, where votes will be solicited on the acquisition proposals. The document states that ONEOK's board will vote in favor of the transaction and also describes forward-looking statements about the integration and potential synergies of the merger. Risks associated with the acquisition are outlined, including potential integration difficulties, changes in credit ratings, and market dynamics. It also reminds investors to read the registration and proxy materials before making decisions. Forward-looking statements included pertain to expectations surrounding the merger and its impact on both companies.

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Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024113665

Filing Summary: On December 31, 2024, ONEOK, Inc. announced its pending acquisition of the remaining publicly held common units of EnLink Midstream, LLC. EnLink has filed definitive proxy materials with the SEC regarding this acquisition, and a Special Meeting for EnLink unitholders is scheduled for January 30, 2025, to vote on the proposals related to this transaction. The board of directors at EnLink has recommended that unitholders vote in favor of all proposals outlined in the proxy statement. Proxy materials are expected to be disseminated by December 31, 2024. ONEOK indicated its commitment to vote its common units in favor of the acquisition. Additionally, the registration statement related to the transaction was declared effective by the SEC on December 30, 2024, and the definitive proxy statement/prospectus was mailed to unitholders on or about December 31, 2024. This communication includes forward-looking statements regarding the proposed transaction and associated risks, emphasizing the need for careful consideration by investors.

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