Establishes fully integrated Permian Basin platform at scale

Expands and extends footprint in Mid-Continent, North Texas and Louisiana

Delivers immediate accretion to EPS and FCF supporting capital allocation strategy

Provides significant synergies through complementary asset positions

Maintains ONEOK's strong investment-grade credit ratings

ONEOK intends to pursue a tax-free acquisition of the EnLink publicly held interests following the closing of this transaction

TULSA, Okla., Aug. 28, 2024 /PRNewswire/ -- ONEOK, Inc. OKE ("ONEOK") today announced that it has executed a definitive agreement with Global Infrastructure Partners ("GIP") under which ONEOK will acquire GIP's entire interest in EnLink Midstream, LLC ENLC ("EnLink"), consisting of 43% of EnLink's outstanding common units for $14.90 per unit and 100% of the interests in the managing member for $300 million, for total cash consideration of approximately $3.3 billion.

ONEOK and GIP also entered into a separate definitive agreement under which ONEOK will acquire from GIP all of the equity interests in Medallion Midstream, LLC ("Medallion"), the largest privately held crude gathering and transportation system in the Permian's Midland Basin, for $2.6 billion1 in cash representing approximately 6.3 times estimated 2025 EBITDA, including expected base case run-rate synergies.

CEO PERSPECTIVE:

"ONEOK has a longstanding reputation as being intentional in building a premier energy infrastructure company, and today's transactions further solidify that status by adding complementary assets that allow us to continue expanding and extending our value chain," said Pierce H. Norton II, ONEOK president and chief executive officer.

"We are particularly excited to meaningfully increase our company's presence in the Permian Basin, which is expected to continue driving the majority of U.S. oil and gas growth. ONEOK has demonstrated its ability to bring assets together and capture synergies, and we are confident that these accretive transactions will enhance value for our stakeholders and will allow us to provide enhanced offerings across multiple ONEOK platforms.

"We are also looking forward to welcoming the employees of EnLink and Medallion to ONEOK," added Norton.

STRATEGIC RATIONALE:

Establishes fully integrated Permian Basin platform at scale: The transactions are highly complementary to ONEOK's existing Permian natural gas liquids ("NGL") and crude infrastructure platform and include 1.7 billion cubic feet per day of Permian gas processing capacity and 1.6 million barrels per day of Permian crude gathering capacity. ONEOK expects to capitalize on its expanded and integrated platforms in the Permian Basin to drive new service offerings for producers in the region.

The transactions are highly complementary to ONEOK's existing Permian natural gas liquids ("NGL") and crude infrastructure platform and include 1.7 billion cubic feet per day of Permian gas processing capacity and 1.6 million barrels per day of Permian crude gathering capacity. ONEOK expects to capitalize on its expanded and integrated platforms in the Permian Basin to drive new service offerings for producers in the region. Expands and extends footprint in Mid-Continent, North Texas and Louisiana : The EnLink transaction enhances ONEOK's existing integrated gas and NGL platform in Oklahoma and provides ONEOK with gas gathering and processing operations in North Texas that produce solid cash flows and are directly connected to Mont Belvieu by ONEOK's NGL pipelines. The EnLink transaction also provides ONEOK with a new position in Louisiana that includes 220,000 barrels per day of NGL fractionation capacity and approximately 4.0 billion cubic feet per day of natural gas pipeline capacity, both of which are connected to key demand centers. ONEOK expects the natural gas transmission assets to benefit from strong industrial demand growth related to data centers, liquefied natural gas, ammonia and hydrogen.

DETAILS OF THE TRANSACTIONS:

$300 million of the total $3.3 billion purchase price for the EnLink interests is for GIP's 100% interest in the managing member of EnLink. GIP's common units in EnLink are being purchased for a total value of $3.0 billion, or $14.90 per unit, representing a premium of 12.8% to EnLink's closing market price as of Aug. 27, 2024. As a result of the transaction with GIP, EnLink will be a consolidated subsidiary of ONEOK for GAAP financial reporting purposes.

ONEOK has obtained financing commitments from JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA to provide up to $6.0 billion to fund the aggregate cash consideration and other expenses in connection with the EnLink and Medallion transactions. Both transactions have been unanimously approved by ONEOK's board of directors. The transactions are not cross conditional and are expected to close early in the fourth quarter of 2024. The closing of each transaction is subject to customary closing conditions, including Hart-Scott-Rodino Act clearance.

Upon closing of the EnLink transaction, ONEOK will have control of EnLink's managing member and intends to replace the board members currently designated by GIP with new board members designated by ONEOK.

ONEOK will maintain its headquarters in Tulsa, Oklahoma, and intends to retain a meaningful employee presence in the Dallas and Houston metropolitan areas.

CONFERENCE CALL INFORMATION:

ONEOK executive management will host a conference call on Thursday, Aug. 29, 2024, at 8:30 a.m. Eastern Daylight Time (7:30 a.m. Central Daylight Time) to discuss the transaction.

To participate in the telephone conference call, dial 877-883-0383, entry number 9747806, or log on to www.oneok.com. The call also will be carried live on ONEOK's website.

If you are unable to participate in the conference call or the webcast, the replay will be available on ONEOK's website, www.oneok.com, for one year. A recording will be available by phone for seven days and may be accessed at 877-344-7529, access code 5816083.

TRANSACTION PRESENTATION:

Additional information that will be discussed on the conference call is accessible by selecting the link below.

https://ir.oneok.com/news-and-events/events-and-presentations

ADVISORS:

Goldman Sachs & Co. LLC is serving as lead financial advisor to ONEOK for the EnLink transaction. J.P. Morgan Securities, LLC and TPH&Co., the energy business of Perella Weinberg Partners, also advised ONEOK. Kirkland & Ellis LLP is serving as ONEOK's legal advisor.

Greenhill, a Mizuho affiliate, and Scotiabank are serving as financial advisors to GIP for the EnLink transaction. Latham & Watkins is acting as GIP's legal advisor.

Goldman Sachs & Co. LLC is serving as lead financial advisor to ONEOK for the Medallion transaction. J.P. Morgan Securities, LLC and BofA Securities also advised ONEOK. Kirkland & Ellis LLP is serving as ONEOK's legal advisor.

RBC Capital Markets is serving as lead financial advisor to GIP for the Medallion transaction. Santander US Capital Markets LLC also advised GIP. Vinson & Elkins is acting as GIP's legal advisor.

JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA are providing fully committed financing for both transactions.

ABOUT ONEOK:

At ONEOK OKE, we deliver energy products and services vital to an advancing world. We are a leading midstream operator that provides gathering, processing, fractionation, transportation and storage services. Through our more than 50,000-mile pipeline network, we transport the natural gas, NGLs, refined products and crude oil that help meet domestic and international energy demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future. As one of the largest diversified energy infrastructure companies in North America, ONEOK is delivering energy that makes a difference in the lives of people in the U.S. and around the world.

ONEOK is an S&P 500 company headquartered in Tulsa, Oklahoma.

ABOUT GLOBAL INFRASTRUCTURE PARTNERS (GIP):

Global Infrastructure Partners (GIP) is a leading infrastructure investor that specializes in investing in, owning and operating some of the largest and most complex assets across the energy, transport, digital infrastructure and water and waste management sectors. Headquartered in New York, GIP has offices in Brisbane, Dallas, Hong Kong, London, Melbourne, Mumbai, Singapore, Stamford and Sydney.

GIP has approximately $115 billion in assets under management. GIPs portfolio companies have combined annual revenues of approximately $71 billion and employ over 116,000 people. GIP believes that its focus on real infrastructure assets, combined with its deep proprietary origination network and comprehensive operational expertise, enables it to be responsible stewards of investor capital and to create positive economic impact for communities. For more information, visit www.global-infra.com [global-infra.com].

1 Includes potential consideration to acquire the remaining interests in a Medallion joint venture pursuant to existing third-party rights.

FORWARD-LOOKING STATEMENTS:

CONTACTS:

ONEOK, Inc.

Investor Relations:

Andrew Ziola

(918) 588-7683

ONEOKInvestorRelations@oneok.com

Media Relations:

Alicia Buffer

(918) 861-3749

alicia.buffer@oneok.com

Global Infrastructure Partners (GIP)

Mustafa Riffat

(929) 656-2729

mustafa.riffat@global-infra.com

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SOURCE ONEOK, Inc.

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