Announces Expiration of HSR Act Waiting
Period
Acquisition Expands and Extends Asset
Positions in the Permian Basin, Mid-Continent,
North Texas and Louisiana
TULSA,
Okla., Oct. 15, 2024 /PRNewswire/ -- ONEOK,
Inc. (NYSE: OKE) today announced the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (the "HSR Act") and the successful completion of its
acquisition of Global Infrastructure Partners' (GIP) entire
interest in EnLink Midstream, LLC (NYSE: ENLC) (EnLink), for a
total cash consideration of approximately $3.3 billion.
The acquisition consists of 43% of EnLink's outstanding common
units for $14.90 per unit and 100% of
the interests in the managing member for $300 million.
"With the closing of this acquisition, ONEOK expands our
integrated assets in key production basins, including the prolific
Permian Basin, and establishes a new strategic asset position in
Louisiana," said Pierce H. Norton II, ONEOK president and chief
executive officer. "As we add another meaningful platform to
ONEOK's businesses, we're confident in the enhanced service
offerings and value we can provide our stakeholders.
"Additionally, we continue working toward the successful
completion of our acquisition of GIP's equity interests in
Medallion Midstream, further enhancing ONEOK's leading integrated
midstream infrastructure position," added Norton.
With the close of this transaction, ONEOK has control of
EnLink's managing member, and the board members currently
designated by GIP will be replaced with new board members chosen by
ONEOK, including:
- Pierce H. Norton II, president
and chief executive officer of ONEOK and member of the ONEOK Board
of Directors. Norton will serve as chairman of the EnLink Midstream
Board of Directors.
- Walter S. Hulse III, executive
vice president, chief financial officer, treasurer, investor
relations and corporate development, of ONEOK.
- Lyndon C. Taylor, executive vice
president, chief legal officer and assistant secretary of
ONEOK.
With the closing of the purchase of GIP's interests in EnLink,
ONEOK intends to pursue the acquisition of the publicly held common
units of EnLink in a tax-free transaction. The fully combined ONEOK
and EnLink asset bases are expected to enhance synergies, reduce
leverage and increase accretion to ONEOK shareholders. In addition,
a combination with ONEOK is expected to give EnLink unitholders
access to ONEOK's stock which is part of the S&P 500 and has
significantly greater trading liquidity and an attractive dividend
yield.
As a result of the transaction with GIP, EnLink will be a
consolidated subsidiary of ONEOK for GAAP financial reporting
purposes. EnLink common units and shares of ONEOK common stock will
continue to be publicly traded on the New York Stock Exchange
(NYSE).
At ONEOK (NYSE: OKE), we deliver energy products and services
vital to an advancing world. We are a leading midstream operator
that provides gathering, processing, fractionation, transportation
and storage services. Through our more than 50,000-mile pipeline
network, we transport the natural gas, natural gas liquids (NGLs),
refined products and crude oil that help meet domestic and
international energy demand, contribute to energy security and
provide safe, reliable and responsible energy solutions needed
today and into the future. As one of the largest diversified energy
infrastructure companies in North
America, ONEOK is delivering energy that makes a difference
in the lives of people in the U.S. and around the world.
As of Oct. 15, 2024, ONEOK is the
managing member of EnLink Midstream, LLC (NYSE: ENLC) (EnLink) and
owns 43% of EnLink's outstanding common units. EnLink provides
integrated midstream infrastructure services for natural gas, crude
oil and NGLs.
ONEOK is an S&P 500 company headquartered in Tulsa, Oklahoma.
For information about ONEOK, visit the website: www.oneok.com.
For the latest news about ONEOK, find us on LinkedIn, Facebook, X
and Instagram.
FORWARD-LOOKING STATEMENTS:
This communication contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact,
included in this communication that address activities, events or
developments that ONEOK expects, believes or anticipates will or
may occur in the future are forward-looking statements. Words such
as "estimate," "project," "predict," "believe," "expect,"
"anticipate," "potential," "opportunity," "create," "intend,"
"could," "would," "may," "plan," "will," "guidance," "look,"
"goal," "target," "future," "build," "focus," "continue," "strive,"
"allow" or the negative of such terms or other variations thereof
and words and terms of similar substance used in connection with
any discussion of future plans, actions, or events identify
forward-looking statements. However, the absence of these words
does not mean that the statements are not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding the proposed transactions, the expected
closing of the proposed transactions and the timing thereof,
ONEOK's ability to acquire the publicly-held common units in EnLink
following the completion of the acquisition of GIP's interest in
EnLink and the timing thereof, descriptions of ONEOK and its
operations after giving effect to the transactions, strategies and
plans, integration, debt levels and leverage ratios, capital
expenditures, cash flows and anticipated uses thereof, synergies,
opportunities and anticipated future performance, including
enhancements to ONEOK's investment-grade credit profile, the
expected accretion to earnings per share and free cash flow per
share, dividend payments and potential share repurchases, increase
in the value of tax attributes and the expected impact on EBITDA.
Information adjusted for the proposed transactions should not be
considered a forecast of future results. There are a number of
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
communication. These include the risk that ONEOK's, EnLink's and
Medallion's businesses will not be integrated successfully; the
risk that cost savings, synergies and growth from the proposed
transactions may not be fully realized or may take longer to
realize than expected; the risk that the credit ratings following
the proposed transactions may be different from what ONEOK expects;
the risk that a condition to closing of either of the proposed
transactions may not be satisfied, that any party may terminate the
applicable definitive agreements or that the closing of either of
the proposed transactions might be delayed or not occur at all; the
risk of potential adverse reactions or changes to business or
employee relationships, including those resulting from the
announcement or completion of the proposed transactions; the risk
that the parties do not receive regulatory approval of the proposed
transactions; risks related to the occurrence of any other event,
change or circumstance that could give rise to the termination of
the proposed transactions; the risk that changes in ONEOK's capital
structure could have adverse effects on the market value of its
securities; risks related to the ability of the parties to retain
customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on each of the
companies' operating results and business generally; the risk that
the proposed transactions could distract management from ongoing
business operations or cause any of the companies to incur
substantial costs; the risk that ONEOK may be unable to reduce
expenses or access financing or liquidity; risks related to the
impact of any economic downturn and any substantial decline in
commodity prices; the risk of changes in governmental regulations
or enforcement practices, especially with respect to environmental,
health and safety matters; and other important factors that could
cause actual results to differ materially from those projected. All
such factors are difficult to predict and are beyond ONEOK's
control, including those detailed in ONEOK's Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K that are available on ONEOK's website at www.oneok.com and on
the website of the Securities and Exchange Commission at
www.sec.gov. All forward-looking statements are based on
assumptions that ONEOK believes to be reasonable but that may not
prove to be accurate. Any forward-looking statement speaks only as
of the date on which such statement is made, and ONEOK does not
undertake any obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
Analyst Contact: Megan
Patterson
918-561-5325
Media Contact: Brad
Borror
918-588-7582
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SOURCE ONEOK, Inc.
