Oneok's Tax-Free Acquisition of EnLink Midstream Units to Enhance Energy Industry Landscape
ICARO Media Group
### ONEOK to Acquire Remaining EnLink Midstream Units in Tax-Free Deal
ONEOK, Inc. revealed a definitive merger agreement to acquire all remaining publicly held common units of EnLink Midstream, LLC. This move will see each EnLink common unit converted into 0.1412 shares of ONEOK common stock in a tax-free transaction.
The agreement culminated from a thorough evaluation by EnLink’s Conflicts Committee, made up of three independent directors. They unanimously concluded that the transaction is in the best interests of both EnLink and its public unitholders. The committee's recommendation was also unanimously approved by the EnLink Board.
Subject to standard closing conditions and approval from a majority of EnLink’s common units (including units already held by ONEOK), the transaction is anticipated to be finalized in the first quarter of 2025. Currently, ONEOK holds around 44% of EnLink’s common units and has committed to vote in favor of the merger.
This merger does not require a vote from ONEOK shareholders and no additional regulatory approval is necessary given completion of the waiting period under the Hart-Scott-Rodino Act. ONEOK is set to issue approximately 37.0 million shares for the transaction, which will constitute about 6.0% of the total shares outstanding post-transaction.
ONEOK's President and CEO, Pierce H. Norton II, highlighted that the merger would not only be accretive for ONEOK shareholders but also offer EnLink unitholders enhanced trading liquidity and a favorable dividend yield. This move is seen as further cementing ONEOK’s position as a premier energy infrastructure company.
Previously, on October 15, 2024, ONEOK successfully completed the acquisition of Global Infrastructure Partners’ entire interest in EnLink for a substantial cash consideration. Financial advisory roles for the current transaction were held by Goldman Sachs & Co. LLC, Barclays, and Citi for ONEOK, while Kirkland & Ellis LLP provided legal advice. EnLink received financial guidance from Evercore and legal advice from Richards, Layton & Finger, P.A., as well as Baker Botts L.L.P.
This significant transaction continues to shape the evolving landscape of the energy industry, combining the assets and expertise of two major players.