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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)
Dec. 31, 2024
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 December 31, 2024, we and EnLink Midstream, LLC (NYSE: ENLC)
(“EnLink”) announced that EnLink has filed definitive proxy materials with the U.S. Securities and Exchange Commission in
connection with our pending acquisition of the remaining publicly held common units of EnLink.
The EnLink Special Meeting of Unitholders (the “Special
Meeting”) is scheduled to take place, at 10:00 a.m. Central Time (11:00 a.m. Eastern Time) on January 30, 2025. The Special Meeting
will be held virtually.
All EnLink unitholders of record as of the close of business
on December 23, 2024, will be entitled to vote their common units at the Special Meeting. The EnLink board of directors and the conflicts
committee of the EnLink board of directors unanimously recommend that unitholders vote “FOR” all proposals provided
in detail in the definitive proxy statement. Proxy materials are expected to be mailed on or about December 31, 2024. We have committed
to vote our EnLink common units in favor of the proposed transaction.
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 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 possibility that EnLink unitholders
may not approve the proposed transaction; 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. BEFORE MAKING ANY VOTING DECISION, 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.
Participants in the Solicitation:
ONEOK, EnLink and certain of their (or EnLink’s managing member’s)
respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information about ONEOK’s directors and executive officers is available in ONEOK’s Annual Report on Form 10-K for
the 2023 fiscal year filed with the SEC on February 27, 2024, and its revised definitive proxy statement for the 2024 annual meeting
of shareholders filed with the SEC on May 1, 2024, and in the proxy statement/prospectus. Information about the directors and executive
officers of EnLink’s managing member is available in its Annual Report on Form 10-K for the 2023 fiscal year filed with
the SEC on February 21, 2024, and in the proxy statement/prospectus. Other information regarding the participants in the solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the Registration Statement,
the proxy statement/prospectus and other relevant materials when filed with the SEC regarding the proposed transaction when they become
available. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. Copies of
the documents filed with the SEC by ONEOK and EnLink are available free of charge through the website maintained by the SEC at www.sec.gov.
Additionally, copies of documents filed with the SEC by ONEOK, including the proxy statement/prospectus are available free of charge from
ONEOK’s website at www.oneok.com and copies of documents filed with the SEC by EnLink, including the proxy statement/prospectus
are available free of charge from EnLink’s website at www.enlink.com.
Item 9.01 Financial Statements and Exhibits
(d) 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: |
December 31, 2024 |
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
Dec.
31, 2024
Definitive
Proxy Statement Filed in Connection with
ONEOK’s
Pending Acquisition of the Remaining
Publicly
Held Common Units of EnLink Midstream
Special
Meeting of EnLink Unitholders Set for Jan. 30, 2025
EnLink’s
Board of Directors Recommends Unitholders Vote
“FOR”
All Proposals at the Special Meeting
ONEOK
Will Vote its EnLink Units “FOR” All Proposals
TULSA,
Okla. – Dec. 31, 2024 – ONEOK, Inc. (NYSE: OKE) (“ONEOK”) and EnLink Midstream, LLC (NYSE: ENLC) (“EnLink”)
today announced the filing of EnLink’s definitive proxy materials with the U.S. Securities and Exchange Commission (the
“SEC”) in connection with ONEOK's pending acquisition of the remaining publicly held common units of EnLink.
The
EnLink Special Meeting of Unitholders (the “Special Meeting”) is scheduled to take place at 10 a.m. Central Time (11 a.m.
Eastern Time) on Jan. 30, 2025. The Special Meeting will be held virtually.
All
EnLink unitholders of record as of the close of business on Dec. 23, 2024, will be entitled to vote their units at the Special Meeting.
The EnLink Board of Directors and the Conflicts Committee of the EnLink Board of Directors unanimously recommend that unitholders vote “FOR” all
proposals provided in detail in the definitive proxy statement. Proxy materials are expected to be mailed on or about Dec. 31, 2024.
Completion
of the acquisition is subject to the approval of a majority of the outstanding EnLink common units (including common units owned by ONEOK)
and other customary closing conditions. ONEOK has committed to vote its units in favor of the transaction. No ONEOK shareholder vote
is required to complete the transaction.
As
previously announced on Nov. 24, 2024, ONEOK will acquire all outstanding units of EnLink in a tax-free transaction in which each outstanding
common unit of EnLink that ONEOK does not already own will be converted into 0.1412 shares of ONEOK common stock.
The
combination of ONEOK and EnLink establishes a fully integrated Permian Basin platform at scale and further expands and extends ONEOK’s
footprint in the Mid-Continent, North Texas and Louisiana. The transaction is expected to provide significant synergies through complementary
asset positions and support ONEOK’s strong balance sheet and capital allocation strategy.
Definitive Proxy Statement Filed in Connection with ONEOK’s
Pending Acquisition of the
Remaining Publicly Held Common Units of EnLink Midstream
Dec. 31, 2024
Page 2
The
transaction is expected to close in the first quarter of 2025, subject to approval by EnLink unitholders and other customary closing
conditions.
EnLink
unitholders who need assistance voting or have questions regarding the Special Meeting may contact EnLink’s proxy solicitor:
Innisfree
M&A Incorporated:
| ● | Unitholders
may call toll-free: 866-239-1762 |
| ● | Banks
and Brokers may call collect: 212-750-5833 |
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------
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 possibility that EnLink unitholders may not approve the proposed transaction;
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.
Definitive Proxy Statement Filed in Connection with ONEOK’s
Pending Acquisition of the
Remaining Publicly Held Common Units of EnLink Midstream
Dec. 31, 2024
Page 3
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. BEFORE MAKING ANY VOTING DECISION, 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.
Participants
in the Solicitation:
ONEOK,
EnLink and certain of their (or EnLink’s managing member’s) respective directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the proposed transaction. Information about ONEOK’s directors
and executive officers is available in ONEOK’s Annual Report on Form 10-K for the 2023 fiscal year filed with the SEC
on February 27, 2024, and its revised definitive proxy statement for the 2024 annual meeting of shareholders filed with the SEC
on May 1, 2024, and in the proxy statement/prospectus. Information about the directors and executive officers of EnLink’s managing
member is available in its Annual Report on Form 10-K for the 2023 fiscal year filed with the SEC on February 21, 2024,
and in the proxy statement/prospectus. Other information regarding the participants in the solicitations and a description of their direct
and indirect interests, by security holdings or otherwise, is set forth in the Registration Statement, the proxy statement/prospectus
and other relevant materials when filed with the SEC regarding the proposed transaction when they become available. Investors should
read the proxy statement/prospectus carefully before making any voting or investment decisions. Copies of the documents filed with the
SEC by ONEOK and EnLink are available free of charge through the website maintained by the SEC at www.sec.gov. Additionally,
copies of documents filed with the SEC by ONEOK, including the proxy statement/prospectus, are available free of charge from ONEOK’s
website at www.oneok.com and copies of documents filed with the SEC by EnLink, including the proxy statement/prospectus, are available
free of charge from EnLink’s website at www.enlink.com.
Definitive Proxy Statement Filed in Connection with ONEOK’s
Pending Acquisition of the
Remaining Publicly Held Common Units of EnLink Midstream
Dec. 31, 2024
Page 4
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.
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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