This entry is sourced from ONEOK's Exhibit 99.1 press release filed as part of an 8-K on November 25, 2024. The transaction had not yet closed as of this filing; completion was expected in the first quarter of 2025, subject to approval by a majority of outstanding EnLink common units (including those owned by ONEOK) and other customary closing conditions. No ONEOK shareholder vote or further regulatory approval was required, as the Hart-Scott-Rodino waiting period was already satisfied in connection with ONEOK's prior GIP acquisition.
Goldman Sachs & Co. LLC served as lead financial advisor to ONEOK, with Barclays and Citi also advising ONEOK. Evercore acted as financial advisor to the EnLink Conflicts Committee, a three-member independent director committee delegated authority by the EnLink board to review, evaluate, negotiate and approve the transaction.
Kirkland & Ellis LLP served as ONEOK's legal advisor. Richards, Layton & Finger, P.A. served as legal advisor to the EnLink Conflicts Committee, and Baker Botts L.L.P. served as legal advisor to EnLink.
Under the disclosed terms, ONEOK will issue approximately 37.0 million shares in the transaction, representing approximately 6.0% of total ONEOK shares outstanding upon consummation. ONEOK committed to vote its units, representing approximately 44% of outstanding EnLink common units, in favor of the transaction. The deal is structured as a tax-free transaction for unitholders.
The release does not disclose any termination fee, the specific fee arrangements for Goldman Sachs, Barclays, Citi, or Evercore, or an implied total enterprise value for EnLink as a whole (the $4.3 billion figure applies only to the publicly held units being acquired, not ONEOK's pre-existing EnLink stake).