UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On October 15, 2024, ONEOK, Inc., an Oklahoma corporation (“ONEOK”), issued a press release announcing the completion of the EnLink Transaction (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information disclosed in this Item 7.01, 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 8.01 Other Events.
On October 15, 2024, pursuant to the Purchase Agreement, dated as of August 28, 2024 (the “Purchase Agreement”), by and among ONEOK, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC, a Delaware limited liability company (“Manager”), acting solely in its individual capacity and not in its capacity as managing member of EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), ONEOK completed the previously announced acquisition of (i) 200,340,753 common units representing limited liability company interests (“EnLink Units”) in EnLink, which constitute approximately 43.4% of the outstanding EnLink Units, and (ii) all of the outstanding limited liability company interest in Manager (such transactions, collectively, the “EnLink Transaction”). Total consideration for the EnLink Transaction was approximately $3.285 billion in cash.
The foregoing summary of the Purchase Agreement and the EnLink Transaction does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to ONEOK’s Current Report on Form 8-K, dated August 30, 2024, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 2.1* | Purchase Agreement, dated as of August 28, 2024, by and among ONEOK, Inc., GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC (incorporated by reference to Exhibit 2.1 to ONEOK, Inc.’s Current Report on Form 8-K filed on August 30, 2024 (File No. 1-13643)). | |
| 99.1 | Press release, dated October 15, 2024. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101). |
| * | Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits to the Securities and Exchange Commission upon its request. |
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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.
| Date: October 15, 2024 | ONEOK, INC. | |
| By: | /s/ Walter S. Hulse III | |
| Name: | Walter S. Hulse III | |
| Title: | Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development | |
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