425: ISS and Glass Lewis Recommend EnLink Unitholders Approve ONEOK Acquisition

Leading proxy advisory firms ISS and Glass Lewis have recommended that EnLink unitholders vote in favor of the pending acquisition by ONEOK.

Summary

• Institutional Shareholder Services (ISS) and Glass Lewis & Co. have both recommended that EnLink Midstream unitholders vote in favor of the proposed acquisition by ONEOK.
• The special meeting for EnLink unitholders to vote on the acquisition is scheduled for January 30, 2025, and will be held virtually.
• The EnLink Board of Directors and its Conflicts Committee also unanimously recommend that unitholders vote in favor of the acquisition.
• The acquisition requires approval from a majority of outstanding EnLink common units, including those owned by ONEOK, and is subject to other customary closing conditions.
• The transaction is expected to close soon after the special meeting, pending the satisfaction or waiver of all closing conditions.
• ONEOK shareholders do not need to vote on the transaction.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the recommendations from proxy advisors and the unanimous support from the EnLink board, indicating a high likelihood of the acquisition being approved.

Positives

• The recommendation from ISS and Glass Lewis provides strong support for the acquisition.
• Unanimous support from the EnLink Board and Conflicts Committee indicates a positive outlook for the deal.
• The transaction is expected to close soon after the special meeting, suggesting a smooth process.

Risks

• There is a risk that EnLink unitholders may not approve the proposed transaction.
• The integration of EnLink's business by ONEOK may not be successful.
• Cost savings, synergies, and growth from the transaction may not be fully realized or may take longer than expected.
• The credit ratings following the transaction may be different from what ONEOK expects.
• There is a risk of potential adverse reactions or changes to business or employee relationships.
• Changes in ONEOK's capital structure could have adverse effects on the market value of its securities.
• The transaction could distract management teams from ongoing business operations or cause substantial costs.
• Economic downturns and declines in commodity prices could impact the transaction.
• Changes in governmental regulations could also pose a risk.

Future Outlook

The transaction is expected to close soon after the special meeting, subject to the satisfaction or waiver of all other closing conditions.

Industry Context

This announcement is part of a broader trend of consolidation in the midstream energy sector, as companies seek to expand their infrastructure and market reach.

Comparison to Industry Standards

• The recommendations from ISS and Glass Lewis are standard practice for major acquisitions, providing independent analysis for shareholders.
• The timeline for the special meeting and expected closing is typical for transactions of this size and complexity.
• Other midstream companies such as Kinder Morgan and Energy Transfer have also undergone similar acquisition processes, with proxy advisory firms playing a key role.

Stakeholder Impact

• EnLink unitholders are being asked to vote on the acquisition, which will impact their investment.
• ONEOK shareholders are not required to vote on the transaction.
• Employees of both companies may be affected by the integration process.
• Customers and suppliers of both companies may experience changes as a result of the merger.

Next Steps

• EnLink unitholders will vote on the proposed acquisition at the special meeting on January 30, 2025.
• The transaction is expected to close soon after the special meeting, pending the satisfaction of closing conditions.

Key Dates

Keywords

ONEOK, EnLink Midstream, acquisition, merger, proxy advisory firms, ISS, Glass Lewis, unitholders, special meeting, midstream