ONEOK Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure.
On October 31, 2024, ONEOK, Inc., an Oklahoma corporation (“ONEOK”), issued a press release announcing the completion of the Medallion Transaction (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On October 31, 2024, pursuant to the Purchase and Sale Agreement, dated as of August 28, 2024 (the “Purchase Agreement”), by and among ONEOK, GIP III Trophy GP 2, LLC, a Delaware limited liability company, GIP III Trophy Acquisition Partners, L.P., a Delaware limited partnership, and Medallion Management, L.P., a Delaware limited partnership, ONEOK (i) completed the previously announced acquisition of all of the issued and outstanding limited partner interests in GIP III Trophy Intermediate Holdings, L.P., a Delaware limited partnership (“Medallion” and such interests, the “Limited Partner Interests”), and (ii) became the general partner of Medallion (with all rights and obligations associated therewith, together with the Limited Partner Interests, the “Purchased Interests” and, such transactions, collectively, the “Medallion Transaction”). Total consideration for the Purchased Interests was approximately $2.4 billion in cash.
In connection with the Medallion Transaction and as contemplated by the Purchase Agreement, the DoublePoint Group (as defined in the Purchase Agreement) exercised its right to require ONEOK to purchase from the DoublePoint Group the remaining 60.0% of the issued and outstanding membership interests in Medallion Midland Partners, LLC, a joint venture between the DoublePoint Group and Medallion which is engaged in the construction, ownership, and operation of crude oil gathering pipelines in the Permian Basin (such interests, the “DoublePoint Interests”), not indirectly acquired by ONEOK pursuant to the acquisition of the Purchased Interests. The acquisition of the DoublePoint Interests was completed concurrently with the consummation of the Medallion Transaction for total consideration of approximately $170 million in cash.
The foregoing summary of the Purchase Agreement and the Medallion Transaction does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.2 to ONEOK’s Current Report on Form 8-K, dated August 30, 2024, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
| 2.1* | Purchase and Sale Agreement, dated as of August 28, 2024, by and among ONEOK, Inc., GIP III Trophy GP 2, LLC, GIP III Trophy Acquisition Partners, L.P. and Medallion Management, L.P. (incorporated by reference to Exhibit 2.2 to ONEOK, Inc.’s Current Report on Form 8-K filed on August 30, 2024 (File No. 1-13643)). | |
| 99.1 | Press release, dated October 31, 2024. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101). |
| * | Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits to the Securities and Exchange Commission upon its request. |
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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.
| Date: October 31, 2024 | ONEOK, INC. | |
| 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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