UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 31, 2024

ONEOK, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma		001-13643		73-1520922
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip Code)

(918) 588-7000
(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value of $0.01		OKE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

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

Exhibit 99.1

News

Oct. 31, 2024	Analyst Contact:	Megan Patterson
		918-561-5325
	Media Contact:	Alicia Buffer
		918-861-3749

ONEOK Announces Closing of Medallion Midstream Acquisition

Completes Acquisition of the Largest Privately Held Crude Oil Gathering and Transportation System in the Permian’s Midland Basin

TULSA, Okla. – Oct. 31, 2024 – ONEOK, Inc. (NYSE: OKE) today announced the successful completion of its acquisition of Medallion Midstream (Medallion) from Global Infrastructure Partners, for a total cash consideration of approximately $2.6 billion.

“With the acquisition of Medallion, the largest privately held crude gathering and transportation system in the Permian’s Midland Basin, we continue our demonstrated track record of intentional and disciplined growth,” said Pierce H. Norton II, ONEOK president and chief executive officer. “This acquisition further diversifies ONEOK’s asset portfolio and adds an expansive and well-connected crude oil gathering system to our Permian Basin platform.

“We expect to drive meaningful commercial synergies from these complementary assets, which already connect with ONEOK’s long-haul crude oil pipelines out of the basin,” added Norton. “Through this transaction, we further extend our value chain and continue to enhance ONEOK’s position as one of the largest diversified energy infrastructure companies delivering products and services vital to an advancing world.”

The acquisition of Medallion includes more than 1,200 miles of crude oil gathering pipelines providing approximately 1.3 million barrels per day of capacity and approximately 1.5 million barrels of crude oil storage in the Permian Basin.

At ONEOK (NYSE: 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, natural gas liquids (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.

As of Oct. 15, 2024, ONEOK is the managing member of EnLink Midstream, LLC (NYSE: ENLC) (EnLink) and owns 43% of EnLink’s outstanding common units. EnLink provides integrated midstream infrastructure services for natural gas, crude oil and NGLs.

-more-

ONEOK Announces Closing of Medallion Midstream Acquisition

Oct. 31, 2024

Page 2

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

For information about ONEOK, visit the website: www.oneok.com. For the latest news about ONEOK, find us on LinkedIn, Facebook, X and Instagram.

FORWARD-LOOKING STATEMENTS:

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that ONEOK expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “opportunity,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “target,” “future,” “build,” “focus,” “continue,” “strive,” “allow” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding ONEOK and its operations after giving effect to the acquisition of Medallion (the “Acquisition”), including strategies and plans, integration, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the risk that ONEOK’s and Medallion’s businesses will not be integrated successfully; the risk that cost savings, synergies and growth from the Acquisition may not be fully realized or may take longer to realize than expected; the risk of potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Acquisition; risks related to the ability of the parties to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on each of the companies’ operating results and business generally; risks related to the impact of any economic downturn and any substantial decline in commodity prices; the risk of changes in governmental regulations or enforcement practices, especially with respect to environmental, health and safety matters; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond ONEOK’s control, including those detailed in ONEOK’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are available on ONEOK’s website at www.oneok.com and on the website of the Securities and Exchange Commission at www.sec.gov. All forward-looking statements are based on assumptions that ONEOK believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and ONEOK does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

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