ONEOK Inc. Enters Material Definitive Agreement

TL;DR

ONEOK signed a big deal, details TBD.

AI Summary

On November 24, 2024, ONEOK, Inc. entered into a material definitive agreement. The filing does not provide specific details regarding the nature of the agreement or any associated dollar amounts or parties involved.

Why It Matters

This filing indicates a significant new contract or partnership for ONEOK, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the agreement.

Key Players & Entities

• ONEOK, Inc. (company) — Registrant

FAQ

Key Financial Figures

• $0.01 — registered Common stock, par value of $0.01 OKE New York Stock Exchange Indic
• $143,978,000 — to pay ONEOK a termination fee equal to $143,978,000 or to reimburse ONEOK's expenses up to
• $10 m — or to reimburse ONEOK's expenses up to $10 million, and ONEOK may be required to rei
• $10 million — ed to reimburse EnLink's expenses up to $10 million. 2 A copy of the Merger Agreement is

Filing Documents

• ea0222420-8k425_oneokinc.htm (8-K) — 56KB
• ea022242001ex2-1_oneokinc.htm (EX-2.1) — 511KB
• ea022242001ex10-1_oneokinc.htm (EX-10.1) — 62KB
• ea022242001ex99-1_oneokinc.htm (EX-99.1) — 29KB
• ea022242001ex99-2_oneokinc.htm (EX-99.2) — 11KB
• image_001.jpg (GRAPHIC) — 2KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• ex99-1_002.jpg (GRAPHIC) — 3KB
• ex99-2_001.jpg (GRAPHIC) — 7KB
• 0001213900-24-102220.txt ( ) — 1007KB
• oke-20241124.xsd (EX-101.SCH) — 3KB
• oke-20241124_lab.xml (EX-101.LAB) — 33KB
• oke-20241124_pre.xml (EX-101.PRE) — 22KB
• ea0222420-8k425_oneokinc_htm.xml (XML) — 3KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement Merger Agreement On November 24, 2024, ONEOK, Inc. ("ONEOK") and EnLink Midstream, LLC ("EnLink") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Elk Merger Sub I, L.L.C., a wholly owned subsidiary of ONEOK ("Merger Sub I"), Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK ("Merger Sub II" and, together with Merger Sub I, the "Merger Subs"), and EnLink Midstream Manager, LLC, the managing member of EnLink (the "Manager"), pursuant to which (i) Merger Sub I will merge with and into EnLink (the "First Merger"), with EnLink as the surviving company and (ii) promptly following the First Merger, EnLink, as the surviving entity in the First Merger, will merge with and into Merger Sub II (the "Second Merger" and, together with the First Merger, the "Mergers"; the Mergers, together with the other transactions contemplated by the Merger Agreement, the "Transaction"), with Merger Sub II surviving the Second Merger as a direct wholly owned subsidiary of ONEOK. The board of directors of ONEOK (the "ONEOK Board"), the conflicts committee (the "EnLink Conflicts Committee") of the board of directors of the Manager (the "EnLink Board") and the EnLink Board (acting based upon the recommendation of the EnLink Conflicts Committee) each unanimously approved the Merger Agreement and the Support Agreement (as defined below) and the transactions contemplated thereby, including the Mergers. Pursuant to the Merger Agreement, at the effective time of the First Merger (the "First Merger Effective Time"), each common unit representing limited liability company interests in EnLink (each, an "EnLink Unit") issued and outstanding as of immediately prior to the First Merger Effective Time (except for any EnLink Units that are owned immediately prior to the First Merger Effective Time by EnLink as treasury units, if any, or by the Manager, ONEOK or the Merger Subs) will be converted into and will there

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 24, 2024, ONEOK and EnLink issued a joint press release announcing the entry into the Merger Agreement. In addition, on November 24, 2024, ONEOK provided additional information regarding the proposed Mergers to its employees. Copies of the joint press release and employee communication are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 7.01 by reference. 3 Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this report 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 Transaction, the expected closing of the Transaction and the timing thereof, and descriptions of ONEOK and its operations after giving effect to the Transaction. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements incl

01. Financial Statements

Item 9.01. Financial Statements and Exhibits 2.1 Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I, L.L.C., Elk Merger Sub II, L.L.C., EnLink Midstream, LLC and EnLink Midstream Manager, LLC. 10.1 Support Agreement, dated as of November 24, 2024, by and among ONEOK, Inc. and EnLink Midstream, LLC. 99.1 Press Release, dated November 24, 2024, issued by ONEOK and EnLink. 99.2 Employee Letter, dated November 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ONEOK, INC. Date: November 25, 2024 By: /s/ Walter S. Hulse III Name: Walter S. Hulse III Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development 6

View Full Filing

View this 8-K filing on SEC EDGAR