pressUNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of report (Date of earliest event reported)
Jan. 30, 2025
ONEOK, Inc.
(Exact name of registrant as specified in its charter)
| Oklahoma |
|
001-13643 |
|
73-1520922 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)
74103
(Zip
code)
(918) 588-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communication pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value of $0.01 |
|
OKE |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.☐
The information disclosed in these Items 7.01 and
9.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except
as expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure |
On January 30, 2025, ONEOK, Inc. (“ONEOK”) and
EnLink Midstream, LLC (NYSE: ENLC) (“EnLink”) issued a press release announcing that EnLink unitholders approved ONEOK’s
previously announced acquisition of the remaining publicly held common units of EnLink. The acquisition is expected to close tomorrow,
Jan. 31, 2025.
A copy of the news release is attached as Exhibit 99.1 and
is incorporated herein by reference.
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 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. 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.
| Item 9.01 | Financial Statements and Exhibits |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| |
ONEOK, Inc. |
| |
|
|
| Date: January 30, 2025 |
By: |
/s/ Walter S. Hulse III |
| |
|
Walter S. Hulse III |
| |
|
Chief Financial Officer, Treasurer and |
| |
|
Executive Vice President, Investor Relations and
Corporate Development |
Exhibit 99.1
Jan.
30, 2025
EnLink
Unitholders Approve ONEOK Acquisition of
Remaining
Public Units
Transaction
Expected to Close on Jan. 31, 2025
TULSA,
Okla. – Jan. 30, 2025 – ONEOK, Inc. (NYSE: OKE) (“ONEOK”) and EnLink Midstream, LLC (NYSE: ENLC) (“EnLink”)
today announced that EnLink unitholders approved ONEOK’s previously announced acquisition of the remaining publicly held common
units of EnLink.
According
to preliminary results of the EnLink Special Meeting of Unitholders, approximately 99.8% of the common units voted, or 379.1 million
units, were cast in favor of the transaction, resulting in 82.9% of outstanding units voting in favor. EnLink will disclose the final
vote results of its Special Meeting on a Form 8-K filed with the U.S. Securities and Exchange Commission.
The
acquisition is expected to close tomorrow, Jan. 31, 2025. EnLink common units are expected to cease trading on the New York Stock Exchange
prior to market open on Jan. 31. As previously announced, upon completion of the acquisition, each outstanding common unit of EnLink
not owned by ONEOK will be converted into 0.1412 shares of ONEOK common stock.
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 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.
EnLink Unitholders Approve ONEOK Acquisition of Remaining Public
Units
Jan. 30, 2025
Page 2
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. 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.
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.
EnLink Unitholders Approve ONEOK Acquisition of Remaining Public
Units
Jan. 30, 2025
Page 3
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
###
ONEOK (NYSE:OKE)
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ONEOK (NYSE:OKE)
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