ENLC EnLink Midstream LLC

 

UNITED 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):  January 30, 2025

 

ENLINK MIDSTREAM, LLC

(Exact name of registrant as specified in its charter)

 

Delaware		001-36336		46-4108528
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1722 ROUTH STREET, SUITE 1300 DALLAS, Texas		75201
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (214) 953-9500

 

(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 (see General Instruction A.2. below):

 

¨ Written communications 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 SECURITIES EXCHANGE ACT OF 1934:

 

Title of Each Class		Symbol		Name of Exchange on which Registered
Common Units Representing Limited Liability Company Interests		ENLC		The 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.    ¨

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

A special meeting of unitholders (the “Special Meeting”) of EnLink Midstream, LLC (“EnLink”) was held virtually at 10:00 a.m. Central Time on January 30, 2025. The Special Meeting was held in order to consider and vote upon the proposals set forth in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 31, 2024 (the “proxy statement”), to (i) approve the Agreement and Plan of Merger, dated as of November 24, 2024 (the “Merger Agreement”), by and among EnLink, ONEOK, Inc. (“ONEOK”), Elk Merger Sub I, L.L.C., a direct, wholly-owned subsidiary of ONEOK (“Merger Sub I”), Elk Merger Sub II, L.L.C., a direct, wholly-owned subsidiary of ONEOK (“Merger Sub II”), and EnLink Midstream Manager, LLC, the managing member of EnLink, and the transactions contemplated thereby, including the mergers (the “Mergers”) of (a) Merger Sub I with and into EnLink, with EnLink as the surviving company, and (b) promptly thereafter, but in any event on the same day and as part of the same overall transaction, EnLink with and into Merger Sub II, with Merger Sub II as the surviving company (collectively, the “Merger Proposal”), and (ii) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to EnLink’s named executive officers that is based on or otherwise relates to the Mergers (the “Non-Binding Advisory Compensation Proposal”). The proposals are described in detail in the proxy statement.

 

At the Special Meeting, the Merger Proposal was approved by the affirmative vote of the holders of a majority of the outstanding common units of EnLink entitled to vote on the proposal. The Non-Binding Advisory Compensation Proposal was also approved by the affirmative vote of the holders of a majority of the outstanding common units of EnLink entitled to vote on the proposal.

 

As of the close of business on December 23, 2024, the record date for the Special Meeting, there were a total of 457,079,545 common units of EnLink outstanding and entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, holders of 379,839,000 common units of EnLink were present in person or represented by proxy, constituting a quorum to conduct business at the Special Meeting. The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the proxy statement:

 

Proposal 1: Merger Proposal

 

The number of common units of EnLink voted for or against the Merger Proposal, as well as abstentions and broker non-votes, if applicable, presented at the Special Meeting was:

 

FOR			AGAINST			ABSTENTIONS			BROKER NON-VOTES
379,134,802			593,919			110,279			0

 

Proposal 2: Non-Binding Advisory Compensation Proposal

 

The number of common units of EnLink voted for or against the Non-Binding Advisory Compensation Proposal, as well as abstentions and broker non-votes, if applicable, presented at the Special Meeting was:

 

FOR			AGAINST			ABSTENTIONS			BROKER NON-VOTES
336,973,422			42,360,032			505,546			0

 

Item 7.01. Regulation FD Disclosure.

 

EnLink and ONEOK issued a joint press release on January 30, 2025 announcing the results of the Special Meeting and expected closing date of the Mergers. A copy of the joint press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated into this Item 7.01 by reference.

 

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.

 

 

FORWARD-LOOKING STATEMENTS

 

This Current Report contains forward-looking statements within the meaning of the federal securities laws. Although these statements reflect the current views, assumptions, and expectations of EnLink’s management, the matters addressed herein involve certain assumptions, risks, and uncertainties that could cause actual activities, performance, outcomes, and results to differ materially from those indicated herein. Therefore, you should not rely on any of these forward-looking statements. All statements, other than statements of historical fact, included in this press release constitute forward-looking statements, including but not limited to statements identified by the words “forecast,” “may,” “believe,” “will,” “should,” “plan,” “predict,” “anticipate,” “intend,” “estimate,” “expect,” “continue,” and similar expressions. Such forward-looking statements include, but are not limited to, statements with respect to the consummation of the Mergers. Such forward-looking statements and all references to the Mergers described herein rely on a number of assumptions concerning future events and are subject to a number of uncertainties, including the ability of the parties to consummate the Mergers in the anticipated timeframe or at all; risks related to the satisfaction or waiver of the conditions to closing the Mergers in the anticipated timeframe or at all; disruption from the Mergers making it more difficult to maintain business and operational relationships; significant transaction costs associated with the Mergers; and the risk of litigation related to the Mergers. An extensive list of factors that can affect EnLink’s business are discussed in EnLink’s filings with the SEC, including EnLink’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. EnLink assumes no obligation to update any forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Joint Press Release, dated January 30, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

 

 

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.

 

	ENLINK MIDSTREAM, LLC
	By:	EnLink Midstream Manager, LLC,
		its Managing Member
Date: January 30, 2025	By:	/s/ Benjamin D. Lamb
	Name:	Benjamin D. Lamb
	Title:	Executive Vice President and Chief Financial Officer

 

 

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.

 

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EnLink Unitholders Approve ONEOK Acquisition of Remaining Public Units

 

Jan. 30, 2025

 

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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.

 

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EnLink Unitholders Approve ONEOK Acquisition of Remaining Public Units

 

Jan. 30, 2025

 

Page 3

 

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.

 

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EnLink Unitholders Approve ONEOK Acquisition of Remaining Public Units

 

Jan. 30, 2025

 

Page 4

 

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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v3.24.4

Cover	Jan. 30, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jan. 30, 2025
Entity File Number	001-36336
Entity Registrant Name	ENLINK MIDSTREAM, LLC
Entity Central Index Key	0001592000
Entity Tax Identification Number	46-4108528
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1722 ROUTH STREET
Entity Address, Address Line Two	SUITE 1300
Entity Address, City or Town	DALLAS
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	214
Local Phone Number	953-9500
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units Representing Limited Liability Company Interests
Trading Symbol	ENLC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---