ONEOK Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Introductory Note
On January 31, 2025 (the “Closing Date”), (i) Elk Merger Sub I, L.L.C. (“Merger Sub I”), a Delaware limited liability company and direct, wholly-owned subsidiary of ONEOK, Inc., an Oklahoma corporation (“ONEOK”), merged (the “First Merger”) with and into EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), with EnLink surviving the First Merger, and (ii) promptly following the First Merger, EnLink, as the surviving entity in the First Merger, merged (the “Second Merger” and, together with the First Merger, the “Mergers”) with and into Elk Merger Sub II, L.L.C. (“Merger Sub II”), a Delaware limited liability company and direct, wholly-owned subsidiary of ONEOK, with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary of ONEOK. The Mergers were effected pursuant to the Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Merger Sub I, Merger Sub II, EnLink and EnLink Midstream Manager, LLC, the managing member of EnLink.
As previously announced, following the completion of the Mergers on the Closing Date, ONEOK effected an internal reorganization of the entities acquired pursuant to the First Merger (the “Internal Reorganization”).
Item 1.01 Entry into a Material Definitive Agreement.
Supplemental Indentures
On the Closing Date, in connection with the Second Merger, Merger Sub II, EnLink Midstream Partners, LP, a Delaware limited partnership (“ENLK”), and Computershare Trust Company, N.A., as trustee (“Computershare”), entered into a supplemental indenture to each of the respective indentures governing EnLink’s outstanding 5.625% Senior Notes due 2028, 5.375% Senior Notes due 2029, 6.500% Senior Notes due 2030 and 5.650% Senior Notes due 2034 (collectively, the “Assumed EnLink Notes”). Pursuant to each supplemental indenture, Merger Sub II assumed all of the obligations of EnLink, and EnLink was released from its obligations, under the applicable indenture supplemented thereby and with respect to the applicable series of Assumed EnLink Notes issued thereunder, and ENLK confirmed its guarantee of the applicable series of Assumed EnLink Notes issued under such indenture.
The foregoing description of such supplemental indentures does not purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indentures, copies of which are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 to this Current Report on Form 8-K (this “Current Report”) and are incorporated herein by reference.
On the Closing Date, in connection with the Internal Reorganization, ONEOK, ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership (“Intermediate Partnership”), Magellan Midstream Partners, L.P., a Delaware limited partnership (“Magellan”), Merger Sub II, ENLK and Computershare, as trustee, entered into a supplemental indenture to each of the respective indentures governing the Assumed EnLink Notes. Pursuant to each supplemental indenture, ONEOK assumed all of the obligations of Merger Sub II, and Merger Sub II was released from its obligations, under the applicable indenture supplemented thereby and with respect to the applicable series of Assumed EnLink Notes issued thereunder, ENLK confirmed its guarantee of the applicable series of Assumed EnLink Notes issued under such indenture, and each of ONEOK Partners, Intermediate Partnership, Magellan and Merger Sub II provided a guarantee of the applicable series of Assumed EnLink Notes issued under such indenture.
The foregoing description of such supplemental indentures does not purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indentures, copies of which are filed as Exhibits 4.5, 4.6, 4.7, and 4.8 to this Current Report and are incorporated herein by reference.
On the Closing Date, in connection with the Internal Reorganization, ONEOK, ONEOK Partners, Intermediate Partnership, Magellan, Merger Sub II, ENLK and Computershare, as trustee, entered into a supplemental indenture to the indenture governing ENLK’s outstanding 4.150% Senior Notes due 2025, 4.850% Senior Notes due 2026, 5.600% Senior Notes due 2044, 5.050% Senior Notes due 2045 and 5.450% Senior Notes due 2047 (collectively, the “Assumed ENLK Notes”). Pursuant to such supplemental indenture, ONEOK assumed all of the obligations of ENLK, and ENLK was released from its obligations under, such indenture and with respect to the Assumed ENLK Notes, and each of ONEOK Partners, Intermediate Partnership, Magellan, Merger Sub II and ENLK provided a guarantee of the Assumed ENLK Notes issued under such indenture.
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The foregoing description of such supplemental indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indenture, a copy of which is filed as Exhibit 4.9 to this Current Report and is incorporated by reference herein.
On the Closing Date, in connection with the Internal Reorganization, ONEOK, ONEOK Partners, Intermediate Partnership, Magellan, Merger Sub II, ENLK and the respective trustees entered into a supplemental indenture to each of the respective indentures governing ONEOK’s currently outstanding senior notes (collectively, the “Outstanding ONEOK Notes”) pursuant to which each of Merger Sub II and ENLK provided a guarantee of the applicable series of Outstanding ONEOK Notes issued under such indenture.
The foregoing description of such supplemental indentures does not purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indentures, copies of which are filed as Exhibits 4.10, 4.11, 4.12, 4.13 and 4.14 to this Current Report and are incorporated herein by reference.
On the Closing Date, in connection with the Internal Reorganization, ONEOK Partners, ONEOK, Intermediate Partnership, Magellan, Merger Sub II, ENLK and Computershare, as trustee, entered into a supplemental indenture to the indenture governing ONEOK Partners’ currently outstanding senior notes (collectively, the “Outstanding ONEOK Partners Notes”) pursuant to which each of Merger Sub II and ENLK provided a guarantee of the Outstanding ONEOK Partners Notes issued under such indenture.
The foregoing description of such supplemental indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indenture, a copy of which is filed as Exhibit 4.15 to this Current Report and is incorporated by reference herein.
ONEOK Credit Agreement Guarantee
On the Closing Date, in connection with the Internal Reorganization, Merger Sub II and ENLK entered into a guarantee agreement (the “ONEOK Credit Agreement Guarantee”) guaranteeing the obligations of ONEOK under its amended and restated credit agreement, dated as of June 10, 2022 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of May 26, 2023, the “ONEOK Credit Agreement”) with ONEOK, Citibank, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders, swingline lenders and letter of credit issuers parties thereto, which guarantee became effective in connection with the completion of the Second Merger and the satisfaction of the other conditions precedent set forth in the ONEOK Credit Agreement. Under the ONEOK Credit Agreement Guarantee, Merger Sub II and ENLK will be liable for ONEOK’s obligations under the ONEOK Credit Agreement. Any such liabilities will be senior unsecured obligations of Merger Sub II and ENLK and will rank equally in right of payment with all existing and future senior unsecured indebtedness of Merger Sub II and ENLK.
The foregoing description of the ONEOK Credit Agreement Guarantee does not purport to be complete and is qualified in its entirety by reference to the full text of the ONEOK Credit Agreement Guarantee, a copy of which has been filed as Exhibit 10.1 to this Current Report and which is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2025, Charles M. Kelley, Senior Vice President, Commercial Natural Gas Pipelines and a named executive officer in our most recent proxy statement, provided notice of his intention to retire effective March 31, 2025.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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.
| ONEOK, INC. | ||
| Date: February 5, 2025 | 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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