ONEOK Inc. Amends EnLink Midstream Stake Filing

TL;DR

ONEOK filed an update on its EnLink Midstream stake. Check the details.

AI Summary

ONEOK Inc. filed an amendment to its Schedule 13D on November 26, 2024, regarding its beneficial ownership of EnLink Midstream, LLC. The filing indicates a change in the reporting person's holdings, but specific details on the exact percentage or number of shares acquired or disposed of are not immediately clear from this excerpt. The filing is an amendment, suggesting a prior filing and a subsequent change in ownership status.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategic interest of ONEOK Inc. in EnLink Midstream, LLC, which could impact the market perception and future actions of both companies.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility and uncertainty for the involved companies.

Key Players & Entities

• ONEOK Inc. (company) — Reporting Person
• EnLink Midstream, LLC (company) — Issuer
• Walter S. Hulse, III (person) — Contact Person for ONEOK Inc.

FAQ

Key Financial Figures

• $0.01 — res of common stock of ONEOK, par value $0.01 per share (“ONEOK Common Stock&rd
• $143,978,000 — to pay ONEOK a termination fee equal to $143,978,000 or to reimburse ONEOK’s expenses
• $10 m — reimburse ONEOK’s expenses up to $10 million, or ONEOK may be required to reim
• $10 million — reimburse EnLink’s expenses up to $10 million. If the Merger Transaction is consumma

Filing Documents

• ea0222718-13da1oneok_enlink.htm (SC 13D/A) — 43KB
• 0001213900-24-102867.txt ( ) — 45KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: The Reporting Person intends to fund the acquisition of EnLink Units (as defined below) pursuant to the First Merger through the issuance of shares of its common stock.

Purpose of Transaction

Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: Merger Agreement On November 24, 2024, ONEOK and the Issuer 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 the Issuer (the “First Merger”), with the Issuer as the surviving company and (ii) promptly following the First Merger, the Issuer, 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 “Merger 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 (

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Schedule 13D is hereby amended and

Item 6 of the Schedule 13D is hereby amended and supplemented by incorporating by reference the information provided in Item 4 of this Amendment No. 1.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits

of the Schedule 13D is hereby amended and

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following: Exhibit No. Description 3 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 ONEOK, Inc.’s Current Report on Form 8-K filed on November 25, 2024 (File No. 1-13643)). 4 Support Agreement, dated as of November 24, 2024, by and among ONEOK, Inc. and EnLink Midstream, LLC (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed on November 25, 2024 (File No. 1-13643)). 5

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 26, 2024 ONEOK, INC. /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 SC 13D/A filing on SEC EDGAR