ONEOK Completes $18.8B Magellan Acquisition

TL;DR

ONEOK just bought Magellan for $18.8B, creating a huge energy infrastructure player.

AI Summary

ONEOK, Inc. announced the completion of its acquisition of Magellan Midstream Partners, L.P. on January 31, 2025. The transaction was valued at approximately $18.8 billion, including Magellan's outstanding debt. This strategic move is expected to significantly expand ONEOK's natural gas liquids (NGL) and refined products infrastructure.

Why It Matters

This acquisition creates a larger, more diversified energy infrastructure company, potentially leading to increased scale, operational efficiencies, and expanded market reach for ONEOK.

Risk Assessment

Risk Level: medium — The integration of a large acquisition like Magellan carries inherent risks related to operational synergy realization, debt management, and market reception.

Key Numbers

• $18.8B — Acquisition Value (Total transaction value for Magellan Midstream Partners, L.P.)

Key Players & Entities

• ONEOK, Inc. (company) — Registrant
• Magellan Midstream Partners, L.P. (company) — Acquired entity
• $18.8 billion (dollar_amount) — Acquisition value
• January 31, 2025 (date) — Completion date of acquisition

FAQ

Key Financial Figures

• $0.01 — registered Common stock, par value of $0.01 OKE New York Stock Exchange Indic

Filing Documents

• ea0229145-8k_oneok.htm (8-K) — 34KB
• ea022914501ex99-1_oneok.htm (EX-99.1) — 14KB
• image_001.jpg (GRAPHIC) — 2KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-008853.txt ( ) — 234KB
• oke-20250131.xsd (EX-101.SCH) — 3KB
• oke-20250131_lab.xml (EX-101.LAB) — 33KB
• oke-20250131_pre.xml (EX-101.PRE) — 22KB
• ea0229145-8k_oneok_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the Introductory Note above is incorporated into this Item 2.01 by reference. As a result of the Mergers, each common unit representing limited liability company interests in EnLink (the "EnLink Units") issued and outstanding immediately prior to the time the First Merger became effective (the "First Merger Effective Time"), other than those EnLink Units owned by ONEOK, was converted into the right to receive 0.1412 shares (the "Exchange Ratio") of ONEOK common stock, par value $0.01 (the "ONEOK common stock"). No fractional shares of ONEOK common stock will be issued in the Mergers, and holders of EnLink Units will, instead, receive cash in lieu of fractional shares of ONEOK common stock, if any, as provided in the Merger Agreement. In addition, at the First Merger Effective Time: (i) each award of restricted incentive units of EnLink (each, an "EnLink RIU" and such award, an "EnLink RIU Award"), whether vested or unvested, that was outstanding immediately prior to the First Merger Effective Time, was assumed by ONEOK and converted into a time-based restricted stock unit award with respect to ONEOK common stock relating to a number of shares of ONEOK common stock equal to the number of EnLink Units subject to such EnLink RIU Award immediately prior to the First Merger Effective Time multiplied by the Exchange Ratio, rounded up or down to the nearest whole share of ONEOK common stock and otherwise subject to the same terms and conditions (including as to vesting and forfeiture) as were applicable to such EnLink RIU Award immediately prior to the First Merger Effective Time; and (ii) each award of performance units of EnLink (each, an "EnLink PU" and such award, an "EnLink PU Award"), whether vested or unvested, that was outstanding immediately prior to the First Merger Effective Time, was assumed by ONEOK and converted into a time-based restricted stock unit award with res

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 31, 2025, ONEOK issued a press release announcing the completion of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated into this Item 7.01 by reference. On January 31, 2025, following the completion of the Mergers, ONEOK effected an internal reorganization of the entities acquired pursuant to the First Merger. In connection with such internal reorganization, (i) ONEOK assumed the obligations of Merger Sub II, as successor in interest to EnLink, and ENLK under each of their respective indentures and the outstanding senior notes issued thereunder (collectively, the "assumed notes"), (ii) Merger Sub II and ENLK provided guarantees of the assumed notes, (iii) Merger Sub II and ENLK provided guarantees of the obligations of ONEOK and ONEOK Partners, L.P. under their respective indentures and the outstanding senior notes issued thereunder, and (iv) Merger Sub II and ENLK provided guarantees of the obligations of ONEOK under its amended and restated credit agreement. The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits EXHIBIT INDEX Exhibit Number Description 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 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated November 25, 2024, filed with the SEC on November 25, 2024, file No. 001-13643). 99.1 News release issued by ONEOK, Inc. dated January 31, 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ONEOK, INC. Date: January 31, 2025 By: /s/ Walter S. Hulse III Walter S. Hulse III Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development 3

View Full Filing

View this 8-K filing on SEC EDGAR