Consideration of 0.1412 shares of ONEOK common
stock
for each outstanding publicly held EnLink
common unit
TULSA,
Okla., Nov. 24, 2024 /PRNewswire/ -- ONEOK, Inc.
(NYSE: OKE) ("ONEOK") and EnLink Midstream, LLC (NYSE: ENLC)
("EnLink") today announced that they have executed a definitive
merger agreement under which ONEOK will acquire all of the
outstanding publicly held common units of EnLink for $4.3 billion in ONEOK common stock.
Under the agreement, each outstanding common unit of EnLink that
ONEOK does not already own will be converted into 0.1412 shares of
ONEOK common stock. The exchange ratio was derived by dividing
$15.75 per unit, equal to EnLink's
market close price on Nov. 22, 2024,
by ONEOK's 10-day volume-weighted average price (VWAP).
In the aggregate, ONEOK will issue approximately 37.0 million
shares in connection with the proposed transaction, representing
approximately 6.0% of the total ONEOK shares outstanding upon
consummation of the transaction.
The Board of Directors of the managing member of EnLink (the
"EnLink Board") delegated to the Conflicts Committee of such board,
consisting of three independent directors, the authority to review,
evaluate, negotiate and approve the transaction. The EnLink
Conflicts Committee, after evaluating the transaction with its
independent legal and financial advisors, unanimously determined
that the transaction is in the best interests of EnLink and the
public unitholders and approved the transaction. The EnLink
Conflicts Committee recommended approval of the transaction to the
EnLink Board, which also unanimously approved the transaction.
Subject to the satisfaction of customary closing conditions,
completion of the transaction is expected to occur in the first
quarter of 2025.
The completion of the merger is subject to the approval of a
majority of the outstanding EnLink common units (including common
units owned by ONEOK) and other customary closing conditions. ONEOK
has committed to vote its units, representing approximately 44% of
the outstanding EnLink common units, in favor of the transaction.
No ONEOK shareholder vote is required to complete the transaction.
In addition, no further regulatory approval is necessary, as ONEOK
filed under the Hart-Scott-Rodino Act in connection with its
previously announced acquisition of the controlling interest in
EnLink, and the necessary waiting period, including for this
transaction, has been completed.
"This tax-free transaction to acquire the remaining outstanding
EnLink units is expected to be accretive to ONEOK shareholders and
provide EnLink unitholders with significantly greater trading
liquidity and an attractive dividend yield," said Pierce H. Norton II, ONEOK president and chief
executive officer.
"ONEOK has a longstanding reputation as being intentional in
building a premier energy infrastructure company. This next step
further solidifies that status, allowing us to continue expanding
and extending our value chain, while creating value for our
stakeholders."
On Oct. 15, 2024, ONEOK announced
the successful completion of its acquisition of Global
Infrastructure Partners' (GIP) entire interest in EnLink for a
total cash consideration of approximately $3.3 billion.
ADVISORS:
Goldman Sachs & Co. LLC is serving as lead financial advisor
to ONEOK. Barclays and Citi also advised ONEOK. Kirkland &
Ellis LLP is serving as ONEOK's legal advisor.
Evercore is acting as financial advisor and Richards, Layton
& Finger, P.A. is acting as legal advisor to the EnLink
Conflicts Committee, and Baker Botts L.L.P. is acting as legal
advisor to EnLink.
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 or EnLink 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 transaction, the expected closing
of the proposed transaction and the timing thereof, and
descriptions of ONEOK, EnLink and their combined operations after
giving effect to the proposed transaction. 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 will not be able
to successfully integrate EnLink's business; the risk that cost
savings, synergies and growth from the proposed transaction may not
be fully realized or may take longer to realize than expected; the
risk that the credit ratings following the proposed transaction may
be different from what ONEOK expects; the risk that a condition to
closing of the proposed transaction may not be satisfied, that a
party may terminate the merger agreement relating to the proposed
transaction or that the closing of the proposed transaction might
be delayed or not occur at all; the possibility that EnLink
unitholders may not approve the proposed transaction; the risk of
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the proposed transaction; risks related to the
occurrence of any other event, change or circumstance that could
give rise to the termination of the merger agreement related to the
proposed transaction; 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 transaction could distract ONEOK's and EnLink's
respective management teams from ongoing business operations or
cause either of the companies to incur substantial costs; 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 or EnLink'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 (the "SEC") at www.sec.gov, and those detailed
in EnLink's Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K that are available on EnLink's
website at http://www.EnLink.com and on the website of the SEC at
www.sec.gov. All forward-looking statements are based on
assumptions that ONEOK and EnLink believe 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, neither ONEOK
nor EnLink undertakes 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.
NO OFFER OR SOLICITATION:
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information And Where To Find It:
In connection with the proposed transaction, ONEOK will file
with the SEC a registration statement on Form S-4 (the
"Registration Statement") to register the shares of ONEOK's common
stock to be issued pursuant to the proposed transaction, which will
include a prospectus of ONEOK and a proxy statement of EnLink (the
"proxy statement/prospectus"). Each of ONEOK and EnLink may
also file other documents with the SEC regarding the proposed
transaction. This document is not a substitute for the Registration
Statement, proxy statement/prospectus or any other document which
ONEOK or EnLink may file with the SEC in connection with the
proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT
MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE RISKS
RELATED THERETO, AND RELATED MATTERS. After the Registration
Statement has been declared effective, the definitive proxy
statement/prospectus (if and when available) will be mailed to
EnLink unitholders. Investors and security holders will be able to
obtain free copies of the Registration Statement and proxy
statement/prospectus, as each may be amended or supplemented from
time to time, and other relevant documents filed by ONEOK and
EnLink with the SEC (if and when available) through the website
maintained by the SEC at www.sec.gov. Copies of
documents filed with the SEC by ONEOK, including the proxy
statement/prospectus (when available) will be available free of
charge from ONEOK's website at www.oneok.com under the
"Investors" tab. Copies of documents filed with the SEC by EnLink,
including the proxy statement/prospectus (when available) will be
available free of charge from EnLink's website
at www.enlink.com under the "Investors" tab.
Participants in the Solicitation:
ONEOK, EnLink and certain of their (or EnLink's managing
member's) respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about ONEOK's directors
and executive officers is available in ONEOK's Annual Report on
Form 10-K for the 2023 fiscal year filed with the SEC on
February 27, 2024, and its revised definitive proxy statement
for the 2024 annual meeting of shareholders filed with the SEC on
May 1, 2024, and in the proxy
statement/prospectus (when available). Information about the
directors and executive officers of EnLink's managing member is
available in its Annual Report on Form 10-K for the 2023
fiscal year filed with the SEC on February 21, 2024, and in
the proxy statement/prospectus (when available). Other information
regarding the participants in the solicitations and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the Registration Statement, the
proxy statement/prospectus and other relevant materials to be filed
with the SEC regarding the proposed transaction when they become
available. Investors should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. Copies of the documents filed with the SEC by
ONEOK and EnLink will be available free of charge through the
website maintained by the SEC at www.sec.gov.
Additionally, copies of documents filed with the SEC by ONEOK,
including the proxy statement/prospectus (when available) will be
available free of charge from ONEOK's website at
www.oneok.com and copies of documents filed with the SEC by
EnLink, including the proxy statement/prospectus (when available)
will be available free of charge from EnLink's website
at www.enlink.com.
ABOUT ONEOK:
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.
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.
ABOUT ENLINK MIDSTREAM:
Headquartered in Dallas, EnLink
Midstream (NYSE: ENLC) provides integrated midstream infrastructure
services for natural gas, crude oil, and NGLs, as well as
CO2 transportation for carbon capture and sequestration
(CCS). Our large-scale, cash-flow-generating asset platforms are in
premier production basins and core demand centers, including the
Permian Basin, Louisiana,
Oklahoma, and North Texas. EnLink is focused on maintaining
the financial flexibility and operational excellence that enables
us to strategically grow and create sustainable value. Visit
http://www.EnLink.com to learn how EnLink connects energy to
life.
CONTACTS:
ONEOK, Inc.
Investor Relations:
Andrew Ziola
(918) 588-7683
ONEOKInvestorRelations@oneok.com
Media Relations:
Alicia Buffer
(918) 861-3749
alicia.buffer@oneok.com
EnLink Midstream, LLC
Investor Relations:
Brian Brungardt
(214) 721-9353
brian.brungardt@enlink.com
Media Relations:
Megan Wright
(214) 721-9694
megan.wright@enlink.com
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SOURCE ONEOK, Inc.
