Definitive Proxy Statement Filed in Connection with ONEOK's Pending Acquisition of the Remaining Publicly Held Common Units of EnLink Midstream

Rhea-AI Summary

ONEOK (NYSE: OKE) and EnLink Midstream (NYSE: ENLC) announced the filing of definitive proxy materials for ONEOK's pending acquisition of EnLink's remaining publicly held common units. The Special Meeting is scheduled for Jan. 30, 2025, where EnLink unitholders of record as of Dec. 23, 2024, will vote on the transaction.

In this tax-free transaction, each outstanding EnLink common unit not owned by ONEOK will be converted into 0.1412 shares of ONEOK common stock. The deal requires approval from a majority of EnLink's outstanding common units. ONEOK has committed to vote its units in favor, and no ONEOK shareholder vote is required.

The combination aims to establish an integrated Permian Basin platform and expand ONEOK's presence in Mid-Continent, North Texas, and Louisiana regions. The transaction is expected to close in Q1 2025, subject to unitholder approval and customary conditions.

Positive

• Tax-free transaction structure benefits unitholders
• Expected operational synergies through complementary asset positions
• Expansion of integrated Permian Basin platform at scale
• Geographic footprint expansion in key regions

Negative

• None.

Insights

M&A Specialist

This proxy filing marks a pivotal step in ONEOK's strategic acquisition of EnLink's remaining units. The proposed exchange ratio of 0.1412 ONEOK shares per EnLink unit in a tax-free transaction demonstrates careful consideration of value optimization. The deal structure, requiring majority unitholder approval but no ONEOK shareholder vote, indicates strong corporate governance practices while streamlining the approval process.

The transaction's strategic value lies in creating an enhanced Permian Basin platform with improved operational integration. For investors, three key aspects stand out:

• The tax-free nature preserves unitholder value
• Expected synergies from complementary asset consolidation should drive operational efficiency
• ONEOK's commitment to maintain balance sheet strength suggests disciplined financial management post-merger

The scheduled January 30 special meeting timing, combined with the Q1 2025 expected closing, aligns with typical merger execution timelines, reducing deal uncertainty. With ONEOK's existing ownership voting in favor, the probability of deal completion appears high.

Infrastructure Investment Analyst

The consolidation of EnLink into ONEOK's portfolio represents a significant infrastructure optimization play in key U.S. energy corridors. The strategic footprint expansion across the Permian Basin, Mid-Continent, North Texas and Louisiana creates a more robust and interconnected midstream network. This geographical diversification enhances operational flexibility and market access.

The vertical integration benefits are substantial:

• Streamlined operations across the merged asset base
• Enhanced ability to capture full-value chain economics
• Improved capital allocation efficiency across a larger asset portfolio

For infrastructure investors, this consolidation reduces counterparty complexity and should enable more efficient capital deployment across the combined entity's footprint. The scale advantages in key basins position ONEOK more competitively for future growth opportunities.

Special Meeting of EnLink Unitholders Set for Jan. 30, 2025

EnLink's Board of Directors Recommends Unitholders Vote "FOR" All Proposals at the Special Meeting

ONEOK Will Vote its EnLink Units "FOR" All Proposals

TULSA, Okla., Dec. 31, 2024 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) ("ONEOK") and EnLink Midstream, LLC (NYSE: ENLC) ("EnLink") today announced the filing of EnLink's definitive proxy materials with the U.S. Securities and Exchange Commission (the "SEC") in connection with ONEOK's pending acquisition of the remaining publicly held common units of EnLink.

The EnLink Special Meeting of Unitholders (the "Special Meeting") is scheduled to take place at 10 a.m. Central Time (11 a.m. Eastern Time) on Jan. 30, 2025. The Special Meeting will be held virtually.

All EnLink unitholders of record as of the close of business on Dec. 23, 2024, will be entitled to vote their units at the Special Meeting. The EnLink Board of Directors and the Conflicts Committee of the EnLink Board of Directors unanimously recommend that unitholders vote "FOR" all proposals provided in detail in the definitive proxy statement. Proxy materials are expected to be mailed on or about Dec. 31, 2024.

Completion of the acquisition 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 in favor of the transaction. No ONEOK shareholder vote is required to complete the transaction.

As previously announced on Nov. 24, 2024, ONEOK will acquire all outstanding units of EnLink in a tax-free transaction in which each outstanding common unit of EnLink that ONEOK does not already own will be converted into 0.1412 shares of ONEOK common stock.

The combination of ONEOK and EnLink establishes a fully integrated Permian Basin platform at scale and further expands and extends ONEOK's footprint in the Mid-Continent, North Texas and Louisiana. The transaction is expected to provide significant synergies through complementary asset positions and support ONEOK's strong balance sheet and capital allocation strategy.  

 The transaction is expected to close in the first quarter of 2025, subject to approval by EnLink unitholders and other customary closing conditions.

EnLink unitholders who need assistance voting or have questions regarding the Special Meeting may contact EnLink's proxy solicitor:

Innisfree M&A Incorporated:

• Unitholders may call toll-free: 866-239-1762
• Banks and Brokers may call collect: 212-750-5833

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 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 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 filed 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 includes 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 has filed or 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 HAVE BEEN OR 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. The Registration Statement was declared effective by the SEC on December 30, 2024, and EnLink mailed the definitive proxy statement/prospectus to its unitholders on or about December 31, 2024. Investors and security holders will be able to obtain free copies of the Registration Statement and the definitive 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 (when available) through the website maintained by the SEC at www.sec.gov.  Copies of documents filed with the SEC by ONEOK, including the definitive proxy statement/prospectus, are 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 definitive proxy statement/prospectus, are 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. 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. Other information regarding the participants in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the Registration Statement, the proxy statement/prospectus and other relevant materials when filed with the SEC regarding the proposed transaction when they become available. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. Copies of the documents filed with the SEC by ONEOK and EnLink are 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, are 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, are 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:
Megan Patterson
918-561-5325
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.

FAQ

What is the exchange ratio for EnLink units in the ONEOK acquisition?

Each outstanding EnLink common unit not already owned by ONEOK will be converted into 0.1412 shares of ONEOK common stock in a tax-free transaction.

When is the EnLink Special Meeting for the ONEOK acquisition?

The EnLink Special Meeting is scheduled for January 30, 2025, at 10 a.m. Central Time (11 a.m. Eastern Time). The meeting will be held virtually.

What is the record date for EnLink unitholders to vote on the ONEOK acquisition?

EnLink unitholders of record as of the close of business on December 23, 2024, will be entitled to vote their units at the Special Meeting.

When is the ONEOK-EnLink transaction expected to close?

The transaction is expected to close in the first quarter of 2025, subject to EnLink unitholder approval and other customary closing conditions.

What regions will ONEOK expand into through the EnLink acquisition?

The acquisition will expand ONEOK's presence in the Permian Basin, Mid-Continent, North Texas, and Louisiana regions.