SCHEDULE 13D/A: ONEOK Completes EnLink Midstream Acquisition, EnLink Units Delisted from NYSE

ONEOK, Inc. has completed its acquisition of EnLink Midstream, LLC, resulting in EnLink Units ceasing to be listed on the New York Stock Exchange and the cessation of EnLink's separate legal existence.

Summary

• ONEOK, Inc. (the "Reporting Person") filed Amendment No. 2 to Schedule 13D, updating its previous filings regarding common units of EnLink Midstream, LLC (the "Issuer" or "EnLink").
• On January 31, 2025, pursuant to the Merger Agreement, each EnLink Unit issued and outstanding immediately prior to the First Merger Effective Time (excluding those already owned by ONEOK) was converted into the right to receive 0.1412 shares of ONEOK Common Stock.
• Promptly after the initial conversion, EnLink Midstream, LLC merged with and into Merger Sub II, with Merger Sub II surviving as a direct wholly-owned subsidiary of ONEOK, and EnLink's separate limited liability company existence ceased.
• Following the consummation of the Merger Transaction, EnLink Units ceased to be listed on the New York Stock Exchange.
• Merger Sub II, as the successor in interest to EnLink, intends to file a certification and notice of termination of registration on Form 15 with the SEC, requesting deregistration of EnLink Units under Section 12(g) of the Act and suspension of reporting obligations under Sections 13(a) and 15(d) of the Act.
• As a result of the Second Merger, ONEOK no longer beneficially owns any EnLink Units and has no voting or dispositive power over them.
• This Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an "exit" filing for ONEOK regarding its beneficial ownership of EnLink Units.

Sentiment

Score: 7

Explanation: The document confirms the successful completion of a significant strategic transaction, which is generally positive for the acquiring company as it executes its growth strategy. There are no negative surprises or delays reported, indicating a smooth conclusion to the merger process.

Positives

• Successful completion of the previously announced merger transaction between ONEOK and EnLink Midstream, indicating effective execution of strategic plans.
• Streamlining of corporate structure by integrating EnLink as a wholly-owned subsidiary, potentially leading to operational efficiencies for ONEOK.

Future Outlook

Merger Sub II, as the successor to EnLink Midstream, LLC, intends to file a certification and notice of termination of registration on Form 15 with the SEC. This filing will request that EnLink Units be deregistered under Section 12(g) of the Securities Exchange Act of 1934 and that the reporting obligations with respect to EnLink Units under Sections 13(a) and 15(d) of the Act be suspended.

Management Comments

• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." Walter S. Hulse III, Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development of ONEOK, INC.

Industry Context

The completion of this merger signifies further consolidation within the midstream energy sector, a trend driven by companies seeking scale, operational efficiencies, and expanded asset footprints to better serve energy production and consumption hubs. This specific transaction integrates EnLink's assets into ONEOK's existing infrastructure, potentially enhancing ONEOK's market position in natural gas gathering, processing, and transportation.

Corporate Governance

Stakeholder Impact

• Shareholders of EnLink Midstream, LLC: Their common units were converted into 0.1412 shares of ONEOK Common Stock, and their units are no longer listed on the New York Stock Exchange.
• Shareholders of ONEOK, Inc.: The company has successfully completed a strategic acquisition, expanding its asset base and potentially its market reach, which could lead to long-term value creation.
• Employees of EnLink Midstream, LLC: While not explicitly detailed, the merger typically leads to the integration of operations and potential changes in organizational structure and reporting lines for employees.
• Regulatory Authorities (SEC): The filing of Form 15 will lead to the deregistration of EnLink Units and suspension of associated reporting obligations, reducing the regulatory burden for the former EnLink entity.

Next Steps

• Merger Sub II (as successor to EnLink) intends to file Form 15 with the SEC.
• Deregistration of EnLink Units under Section 12(g) of the Act.
• Suspension of reporting obligations for EnLink Units under Sections 13(a) and 15(d) of the Act.

Key Dates

Keywords

ONEOK, EnLink Midstream, Merger, Acquisition, Schedule 13D, Common Units, NYSE, Delisting, Deregistration, Midstream, Energy Infrastructure