ONEOK to buy $4.4B Permian gas assets, cut debt
Rhea-AI Filing Summary
ONEOK, Inc. (OKE) announced a definitive agreement for its subsidiary to acquire Brazos Midstream’s Permian Midland Basin natural gas gathering and processing assets for $4.425 billion in cash. The deal will be funded by a $9 billion nonvoting minority equity investment from Apollo-managed funds, structured through ONEOK Holdings, L.L.C. with capped investor returns.
ONEOK plans to use $5 billion of the Apollo proceeds to extinguish existing debt, targeting pro forma 2027 leverage of about 3.25x debt‑to‑EBITDA with no issuance of common equity. The Brazos system is backed by approximately 600,000 dedicated acres and is expected to reach 1.2 Bcf/d of processing capacity by 2027, more than doubling ONEOK’s Midland Basin processing capacity to roughly 2.3 Bcf/d. The acquisition is expected to be immediately accretive to earnings and free cash flow per share and to support mid‑ to high‑single‑digit adjusted EBITDA growth over the next five to seven years.
ONEOK will implement a holding company Reorganization so Falcon TopCo becomes the new ONEOK, Inc., with the same shareholders, directors and officers, and OKE shares continuing to trade on the NYSE. In parallel, ONEOK launched cash tender offers for up to $2 billion of 20 senior note series as part of the $5 billion debt repayment plan.
Positive
- $4.425 billion Brazos acquisition expands ONEOK’s Permian Midland Basin footprint, more than doubling Midland processing capacity to approximately 2.3 Bcf/d and adding about 600,000 dedicated acres under long-term fixed-fee contracts.
- $9 billion Apollo minority equity investment funds the acquisition and supports deleveraging, with investor returns capped at a 7.0% IRR for the first nine years, allowing upside above that level to accrue to common shareholders.
- ONEOK plans to extinguish $5 billion of debt, including through up to $2 billion of cash tender offers and other repayments, targeting pro forma 2027 leverage of about 3.25x debt‑to‑EBITDA without issuing common equity.
- The Brazos acquisition is described as immediately accretive to earnings and free cash flow per share and is expected to support adjusted EBITDA growth toward the high end of ONEOK’s mid‑ to high‑single‑digit target over the next five to seven years.
Negative
- None.
Filing Explained
The transaction is agreed but incomplete: Apollo would receive Class B cash-flow rights, while debt tender is limited to $2 billion and depends on closing.
The filing records that the Apollo investment agreement was signed on
The Class B interest is expected to receive
The tender offers commenced on
8-K Event Classification
Key Figures
Key Terms
nonvoting minority equity investment financial
deleveraging financial
tender offers financial
Acceptance Priority Level financial
make-whole calls financial
noncontrolling interest financial
FAQ
What acquisition did ONEOK (OKE) announce and for how much?
How is ONEOK (OKE) funding the Brazos Midstream acquisition?
How much debt does ONEOK (OKE) plan to reduce and by what methods?
What leverage target is ONEOK (OKE) communicating after these transactions?
How large will Brazos Midland’s processing system be after expansion?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 28, 2026, ONEOK, Inc. (“ONEOK”), Falcon TopCo, Inc. (“Falcon TopCo”), a direct wholly owned subsidiary of ONEOK, ONEOK Holdings, L.L.C. (“Holdings” and together with ONEOK and Falcon TopCo, the “ONEOK Parties”), an indirect wholly owned subsidiary of ONEOK, and AP Falcon Holdings LLC, a Delaware limited liability company and an affiliate of Apollo Global Management, Inc. (“Investor” and together with the ONEOK Parties, the “Parties”), entered into a contribution agreement (the “Contribution Agreement” and the transactions contemplated thereby, the “Transaction”).
Among other things, the Contribution Agreement provides for:
| (i) | the contribution by Investor of $9 billion of cash to Holdings for 900,000,000 Class B Units in Holdings (the “Class B Units” and the holder of such units, the “Class B Member”); |
| (ii) | the contribution by Falcon TopCo of 100% of the equity interests of ONEOK, L.L.C. (as described in Item 8.01) to Holdings in exchange for 6,023,076,923 Class A Units in Holdings (the “Class A Units” and the holder of such units, the “Class A Member”); and |
| (iii) | the contribution by Holdings of $9 billion of cash to ONEOK, L.L.C. |
The Contribution Agreement includes customary representations and warranties by Falcon TopCo, ONEOK and Investor and covenants of the Parties, and the consummation of the Transaction (the “Closing”) is subject to customary conditions, including, among other things, the consummation of the Reorganization (as defined below). The Contribution Agreement also contains specified termination provisions, including, among others, a provision allowing Falcon TopCo or Investor to terminate the Contribution Agreement if (a) the Closing has not occurred on or before the 60th day after the Execution Date or (b) any order, judgment, writ, injunction, stipulation, award or decree issued, or any statute, treaty, regulation, ordinance, rule or other governmental restriction enacted, entered or promulgated, by a governmental entity permanently restrains, enjoins or prohibits or makes illegal the consummation of the transactions contemplated by the Contribution Agreement, and such order, judgment, writ, injunction, stipulation, award or decree becomes effective and final and nonappealable.
The Contribution Agreement contemplates entry into an amended and restated limited liability company agreement of Holdings (the “Operating Agreement”) at the Closing. The Closing is contemplated to take place on the later of (a) the first business day after all of the conditions to closing are satisfied or waived and (b) September 10, 2026, or at such other place, time or date as may be mutually agreed upon in writing by Falcon TopCo and Investor. References to anniversaries in the following discussion are to anniversaries of the Execution Date. The Operating Agreement will include the following key terms:
| • | Quarterly Distributions: At the sole discretion of the board of managers of Holdings (the “Board”) (other than in connection with a Distribution Trigger (as defined below)), Holdings may make quarterly distributions to its members no later than the third business day following each of February 15, May 15, August 15 and November 15 of each year (each, a “Quarterly Distribution”). |
| • | Initial Period: Until the Class B outstanding balance is reduced to $200 million (the “Initial Period”), for any quarter that Holdings makes a distribution, (i) the Class B Member is entitled to receive 15% of ONEOK’s consolidated cash flow from operations (“CFFO”) for the applicable quarter (which the Class A Member may elect to increase to an amount up to 20% of CFFO, and which will be 20% of CFFO if ONEOK’s leverage ratio exceeds 4.50:1.00), and (ii) the Class A Member is entitled to receive the total cash available for distribution for such quarter minus the Class B distribution. |
| • | Base Capital Period: After the Initial Period ends (the “Base Capital Period”), for any quarter that Holdings makes a distribution, (i) the Class B Member is entitled to receive a distribution of $3.25 million per quarter (increasing to $6.5 million per quarter on and after the 15th anniversary of the Execution Date), and (ii) the Class A Member is entitled to receive the total cash available for distribution for such quarter minus the Class B amount. |
| • | Deferred Distributions: The Board may determine in its sole discretion not to make a quarterly distribution, subject to the Distribution Trigger. Unpaid Class A and Class B amounts become deferred distribution balances and are paid on a pro rata basis from any later distributions that exceed available cash, or from any Special Distributions (as defined below), in the priority set forth in the Operating Agreement. |
| • | Distribution Trigger: If (a) ONEOK or its publicly traded parent (the “Class A TopCo”) declares a dividend, repurchases equity (other than as required by its equity incentive plans), or otherwise distributes or returns capital to its shareholders, (b) after an Approved Change of Control (as defined below), the Company or any of its subsidiaries declares or pays a dividend to, repurchases any of its equity interests from, or otherwise makes a distribution or return of capital to any affiliate of the new parent company or (c) if the Board declares a Special Distribution (as defined below), the Board must declare a Quarterly Distribution for the applicable quarter. |
| • | Special Distributions: The Board may declare distributions not in the ordinary course of business (each, a “Special Distribution”). During the Initial Period, the portion of the Special Distribution that is distributed to the Class B Member is determined by the Class A Member in its sole discretion, subject to a floor of 15% (or 20% if ONEOK’s leverage ratio exceeds 4.50:1.00) and, prior to the eighth anniversary, a cap of 20%. During the Base Capital Period, 100% of Special Distribution is distributed to the Class A Member and 0% to the Class B Member. |
| • | Base Return: The “Base Return” applicable to the Class B Units is initially 7.01% per annum and is subject to certain periodic increases, including to 7.35% beginning after the 9th anniversary of closing and 7.85% beginning after the 14th anniversary of closing (through the rest of the investment). |
| • | Buyout Right: The Class A Member may, upon at least 5 business days’ written notice, purchase all of the outstanding Class B Units as follows: |
| • | Prior to the 15th anniversary: by paying the Buyout Amount (i.e., the cash necessary to achieve the then-applicable Base Return); provided that, prior to the 8th anniversary, this right is exercisable only during the Base Capital Period; |
| • | From the 15th anniversary through the 20th anniversary: by paying the “Sale Right Amount” (equal to 115% of the Buyout Amount); and |
| • | For a 12-month period every 5th anniversary beginning on the 25th anniversary (each such period, a “Buyout Year”): by paying 105% of the Sale Right Amount. |
The Class A Member may effect the buyout as a redemption rather than a direct purchase, at its option.
| • | Change of Control: Upon (a) a change of control of Class A TopCo that is approved by its board of directors (an “Approved Change of Control”) and (b) a ratings downgrade to the senior unsecured long-term indebtedness of the Class A TopCo or the acquiring person to below investment grade, or such ratings being withdrawn or otherwise no longer rated by the applicable rating agency (subject to a 90-day replacement period), in connection with such Approved Change of Control, the Class B Member may require the Class A Member to purchase all Class B Units at the Buyout Amount (if on or before the 15th anniversary) or the Sale Right Amount (if thereafter). This right is exercisable within 60 days of the applicable event. |
| • | Equity Conversion Right: From and after the 20th anniversary, during the Base Capital Period, the Class B Member may convert all (but not less than all) of the outstanding Class B Units into publicly traded common equity of ONEOK, Inc. or its publicly listed affiliate at a conversion price equal to (a) 90% of the Sale Right Amount from and after the 20th anniversary until the 21st anniversary, (b) 95% of the Sale Right Amount during each subsequent Buyout Year and (c) the Sale Right Amount at all other times. |
| • | Transfer Restrictions: Prior to the 15th anniversary, the Class B Member may not transfer its units without the consent of the Class A Member, except for certain permitted transfers. |
| • | Right of First Offer: From and after the 15th anniversary, if the Class B Member wishes to transfer all of its units, it must first offer them to the Class A Member. The Class A Member has 30 days to make an offer, followed by a 30-day Class B consideration period. If the offer is at a price equal to the Sale Right Amount, the Class B Member must accept it. If no deal is reached, the Class B Member has 180 days to enter into a third-party agreement at a price above the Class A offer. |
| • | Governance: The Board consists of three managers, all appointed by the Class A Member, which has sole removal and vacancy-filling authority. Board action generally requires majority approval. For as long as any Class B Units remain outstanding, the Class B Member has a consent right prior to the taking of specified actions by Holdings or, if applicable, its subsidiaries. |
| • | Standstill: For so long as any Class B Units remain outstanding, Investor and its affiliates are subject to customary standstill restrictions, including restrictions on seeking to effect or participate in any merger, business combination, recapitalization or similar transaction involving ONEOK, soliciting proxies with respect to ONEOK’s securities, forming a group with respect to ONEOK’s securities, or seeking to control or influence ONEOK’s management or board of directors. |
| • | Material Breach Redemption Right: If a material breach occurs with respect to certain of the Class B Member’s rights under the Operating Agreement (including failure to make required distributions, failure to obtain the Class B Member’s consent for actions requiring such approval, or breach of the Class A Member’s restriction on corporate opportunities), and such breach remains following a 90-day cure period (extendable by an additional 45 days if diligently pursuing cure), the Class B Member may require the Company or the Class A Member to redeem or purchase all Class B Units at (i) the Buyout Amount calculated as if such redemption were occurring on the 8th anniversary of the Execution Date (if such redemption occurs prior to the 8th anniversary), (ii) the Buyout Amount (if such redemption occurs on or after the 8th anniversary but prior to the 15th anniversary), or (iii) the Sale Right Amount (if such redemption occurs on or after the 15th anniversary). |
In connection with entry into the Contribution Agreement, Investor has delivered an equity commitment letter pursuant to which certain of its equity investors have committed, subject to satisfaction of certain conditions, to invest or contribute to Investor the cash amounts necessary to fund the contribution by Investor. The aggregate proceeds of the equity financing are sufficient to fund the full amount of Investor’s contribution and all fees, costs and expenses required to be paid by Investor in connection with the Transaction. It is contemplated that the proceeds of the contribution by Investor will be used by ONEOK and its subsidiaries, as applicable, for the consummation of the Acquisition (as defined below) and the extinguishment of approximately $5 billion of certain outstanding indebtedness of ONEOK and its subsidiaries.
The foregoing description of the Contribution Agreement, the Transaction and the other documents and transactions contemplated thereby does not purport to be complete, is subject to and is qualified in its entirety by reference to the copy of the Contribution Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference, and the foregoing description of the Operating Agreement does not purport to be complete, is subject to and is qualified in its entirety by reference to the form of the Operating Agreement, which is an exhibit to the Contribution Agreement and incorporated herein by reference.
The representations, warranties and covenants contained in the Contribution Agreement have been made solely for the benefit of the Parties. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Contribution Agreement, (ii) are subject to materiality qualifications contained in the Contribution Agreement that may differ from what may be viewed as material by investors, (iii) were made only as of the date of the Contribution Agreement or such other date as is specified in the Contribution Agreement and (iv) have been
included in the Contribution Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Contribution Agreement is included with this filing only to provide investors with information regarding the terms of the Contribution Agreement, and not to provide investors with any other factual information regarding the Parties or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Contribution Agreement, which subsequent information may or may not be fully reflected in ONEOK’s public disclosures. The Contribution Agreement should not be read alone, but should instead be read in conjunction with the other information regarding ONEOK that is or will be contained in ONEOK’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other documents that ONEOK files with the Securities and Exchange Commission (the “SEC”).
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form 8-K, to the extent applicable, is incorporated herein by reference into this Item 3.02.
The issuance of the Class A Units to ONEOK and the Class B Units to Investor will be made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
| Item 7.01 | Regulation FD Disclosure. |
On August 30, 2026, ONEOK issued a press release announcing the entry into the Contribution Agreement and the Acquisition (as defined below). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K 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 of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On August 30, 2026, ONEOK issued a press release announcing the commencement of the Tender Offers (as defined below). A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
Reorganization
As part of the Transaction, ONEOK will implement a holding company reorganization (the “Reorganization”). The Reorganization will occur pursuant to a merger of ONEOK with and into Falcon Merger Sub, L.L.C. (“Falcon Merger Sub”), a newly formed Oklahoma limited liability company and wholly owned subsidiary of Falcon TopCo, with Falcon Merger Sub surviving the merger and being renamed “ONEOK, L.L.C.” Upon the effectiveness of the Reorganization, Falcon TopCo will become the successor issuer to ONEOK and will be renamed “ONEOK, Inc.”
ONEOK is effecting the Reorganization to facilitate the Transaction.
In the Reorganization, each share of ONEOK’s common stock, par value $0.01 per share (“ONEOK Common Stock”), issued and outstanding immediately prior to the Reorganization would automatically be converted into an equivalent corresponding share of Falcon TopCo’s common stock, par value $0.01 per share (“Falcon TopCo Common Stock”), having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of ONEOK Common Stock being converted.
Accordingly, upon consummation of the Reorganization, ONEOK’s stockholders immediately prior to the consummation of the Reorganization would become stockholders of Falcon TopCo (which, as stated above, will be renamed “ONEOK, Inc.”).
The Reorganization would be conducted pursuant to Section 1081.G of the Oklahoma General Corporation Act, which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of stock would occur automatically without any action on the part of existing securityholders. Immediately after the Reorganization, stock certificates and book-entries that previously represented shares of ONEOK Common Stock would represent the same number of corresponding shares of Falcon TopCo Common Stock. Following consummation of the Reorganization, Falcon TopCo Common Stock would continue to trade on the New York Stock Exchange on an uninterrupted basis under the symbol “OKE” with a new CUSIP number. Immediately after consummation of the Reorganization, Falcon TopCo would have, on a consolidated basis, the same directors, assets, businesses and operations as ONEOK had immediately prior to the consummation of the Reorganization. The directors of Falcon TopCo and their committee memberships and titles would be the same as the directors of ONEOK immediately prior to the Reorganization. The executive officers and officers of Falcon TopCo would be the same as the executive officers and officers, respectively, of ONEOK immediately prior to the Reorganization, with the same title, duties and responsibilities.
Tender Offers
On August 31, 2026, ONEOK commenced cash tender offers (the “Tender Offers”) of its outstanding debt securities of the 20 series listed in the Offer to Purchase, dated August 30, 2026 (the “Notes” and, each series, a “series of Notes”), subject to certain conditions. The Tender Offers form part of the previously-announced repayment plan to repurchase or repay $5 billion of ONEOK’s senior debt. This Current Report on Form 8-K does not constitute an offer to tender for, or purchase, any Notes or any other security, nor does it constitute an offer to sell or the solicitation of an offer to buy any security.
Brazos Midland Acquisition
On August 18, 2026, ONEOK Rockies Midstream, L.L.C., a Delaware limited liability company and wholly owned subsidiary of ONEOK (the “Purchaser”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Brazos Midstream Holdings III, LLC, a Delaware limited liability company (the “Seller” and the transaction contemplated thereby, the “Acquisition”), pursuant to which the Purchaser will acquire 100% of the issued and outstanding membership interests of Brazos Midland, LLC, a Texas limited liability company, from the Seller.
The aggregate cash consideration payable by the Purchaser for the Acquisition is $4,425,000,000 (the “Base Purchase Price”), subject to customary closing and post-closing adjustments for, among other things, effective time net working capital relative to an agreed working capital target, effective time cash, effective time indebtedness, closing net leakage, closing transaction expenses and closing paid interim transaction expenses.
The Purchase Agreement includes customary representations and warranties by the Seller and the Purchaser and covenants of the parties, and the consummation of the Acquisition is subject to customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 Current Report 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 “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects” and similar expressions are used to identify forward-looking statements. These forward-looking statements include, among others, statements regarding the expected timing and benefits of the Transaction, the Reorganization and the Acquisition, the anticipated use of proceeds from the Transaction, the anticipated financial performance (including projected levels of quarterly and annual dividends and adjusted EBITDA), growth, leverage, synergies, liquidity, market conditions and other statements that are not historical facts. These statements are based on ONEOK’s current expectations and assumptions about future events and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including failure to achieve anticipated growth levels or operational synergies. ONEOK undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number |
Description | |
| 2.1* | Contribution Agreement, dated as of August 28, 2026, by and among ONEOK Holdings, L.L.C., Falcon TopCo, Inc., ONEOK, Inc. and AP Falcon Holdings LLC. | |
| 99.1 | Press Release, dated as of August 30, 2026. | |
| 99.2 | Press Release, dated as of August 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon 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.
| ONEOK, INC. | ||||||
| Date: August 31, 2026 | By: | /s/ Walter S. Hulse III | ||||
| Name: | Walter S. Hulse III | |||||
| Title: | Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations | |||||
Exhibit 99.1
|
News |
Aug. 30, 2026
ONEOK to Acquire Brazos Midstream’s
Permian Midland Basin Assets for $4.425 Billion
Acquisition Increases Momentum Toward the High End of ONEOK’s Mid- to High-
Single-Digit Adjusted EBITDA Growth Target Over the Next Five to Seven Years
Expected to Be Immediately Accretive to Earnings and Free Cash Flow Per Share
$9 Billion Minority Equity Investment from Apollo
Funds Acquisition and $5 Billion Debt Extinguishment
Accelerates Deleveraging to 3.25x Debt-to-EBITDA with
No Issuance of Common Equity
Accelerates ONEOK’s Flexibility for Capital Allocation Including Organic Growth,
Potential Dividend Increases and Share Buybacks
TULSA, Okla. – Aug. 30, 2026 – ONEOK, Inc. (NYSE: OKE) today announced that it has executed a definitive agreement to acquire Brazos Midstream’s Permian Midland Basin natural gas gathering and processing assets for total cash consideration of $4.425 billion. The acquisition will be funded through a $9 billion nonvoting minority equity investment from funds and affiliates managed by Apollo (NYSE: APO) (Apollo). ONEOK intends to use $5 billion of proceeds from the equity investment to reduce ONEOK’s existing indebtedness.
“This transaction demonstrates ONEOK’s strategy of intentionally expanding and extending our integrated energy infrastructure,” said Pierce H. Norton II, ONEOK president and CEO. “These assets add a premier Permian Midland Basin platform supported by long-term contracts and attractive growth opportunities.
“The acquisition expands our scale in the Permian Midland Basin, advances our integrated wellhead-to-water strategy and strengthens connectivity across our natural gas and NGL value chain, positioning ONEOK to capture significant volume growth in one of the most economic and rapidly growing resource plays,” added Norton. “The combination of this acquisition with the minority equity investment demonstrates our commitment to creating shareholder value while accelerating our deleveraging to 3.25 times debt-to-EBITDA, further enhancing our balance sheet.”
ONEOK to Acquire Brazos Midstream’s Permian Midland Basin Assets for $4.425 Billion
Aug. 30, 2026
Page 2
“ONEOK has built one of the largest and most diversified midstream platforms in the country, providing essential services and infrastructure to help meet rapidly expanding domestic and international energy demand,” said Apollo Partner Jamshid Ehsani. “This transaction reflects Apollo’s ability to deliver flexible, high-grade capital solutions at scale, structured around ONEOK’s long-term strategic objectives.”
STRATEGIC OVERVIEW
The acquisition will be funded through a $9 billion nonvoting minority equity investment in ONEOK’s existing business. The investment carries an internal rate of return (IRR) that is capped at 7.0% for the first nine years of the investment, which is lower than ONEOK’s cost of publicly traded equity. Distributions in excess of the capped IRR will reduce the minority equity capital balance over time, which increases the economic value attributable to ONEOK common shareholders.
In addition to funding the acquisition, ONEOK intends to extinguish approximately $5 billion of existing indebtedness, immediately reducing expected pro forma 2027 leverage to approximately 3.25 times debt-to-EBITDA. The debt extinguishment plan will include repayments, make-whole calls and a tender offer for senior notes (most of the targeted senior notes are currently trading below par).
These steps will accelerate ONEOK’s deleveraging timeline and will more than achieve the company’s previous target leverage without issuing common equity while supporting a growing backlog of organic growth opportunities, particularly in the Permian Basin, as well as other business segments.
The acquisition increases momentum toward the high end of ONEOK’s mid- to high-single-digit adjusted EBITDA growth target over the next five to seven years and accelerates ONEOK’s flexibility to increase capital returns to shareholders, including through potential dividend increases and share buybacks.
PREMIER PERMIAN MIDLAND BASIN PLATFORM
The transaction implies a multiple of approximately 7.5 times estimated 2027 EBITDA, inclusive of approximately $80 million of full-year synergies, and approximately 6.0 times estimated 2028 EBITDA, reflecting the expected significant growth of the Brazos platform, as well as additional commercial and operational synergies expected to be realized through further integration with ONEOK’s existing Permian Basin assets. The combined ONEOK and Brazos systems are also expected to generate additional capital efficiencies as capacity is optimized across the platform. The acquisition is expected to be immediately accretive to earnings and free cash flow per share, supported by substantial contracted growth across Brazos’ dedicated acreage.
-more-
ONEOK to Acquire Brazos Midstream’s Permian Midland Basin Assets for $4.425 Billion
Aug. 30, 2026
Page 3
The acquisition strengthens ONEOK’s integrated Permian-to-Gulf Coast strategy by:
| • | Expanding scale in the rapidly growing Permian Midland Basin. |
| • | Adding long-term, fee-based contracted growth with leading Permian producers. |
| • | Enhancing connectivity across the natural gas and NGL value chain. |
| • | Optimizing commercial and capital savings opportunities. |
| • | Delivering immediate accretion to earnings and free cash flow per share. |
The acquired Brazos Midland assets create a scaled, integrated Permian Midland Basin platform that strengthens ONEOK’s position in one of the most active and economic producing regions in North America. Supported by approximately 600,000 dedicated acres under long-term fixed-fee contracts with a weighted average remaining term of more than 12 years, the system provides substantial visibility to future volume growth and is currently supported by 14 active drilling rigs from leading Permian producers including ExxonMobil, Diamondback Energy and Double Eagle.
Following completion of the Cassidy II processing plant expected in the third quarter of 2027, the Brazos Midland system will include approximately 700 miles of gathering infrastructure and 1.2 billion cubic feet per day (Bcf/d) of processing capacity across seven core Permian Midland Basin counties. Through the acquisition, ONEOK also obtains a Permian Midland Basin-wide area of mutual interest (AMI) with a key private producer, creating additional opportunities to capture future growth.
The Brazos Midland assets are highly complementary to ONEOK’s existing Permian Midland Basin natural gas gathering and processing, NGL transportation and crude oil infrastructure. The acquisition more than doubles ONEOK’s Midland Basin processing capacity to approximately 2.3 Bcf/d, including plants currently under construction, and establishes one of the Permian Midland Basin’s largest integrated natural gas gathering and processing platforms.
The combination expands ONEOK’s ability to capture volume growth across the value chain while optimizing capital deployment and utilizing existing downstream infrastructure, including the company’s West Texas NGL Pipeline and soon-to-be-completed Medford NGL fractionation facility. By integrating commercial, operational and capital activities across the combined footprint, ONEOK expects to achieve significant recurring synergies over the long term, further reducing the effective acquisition multiple over time to be in line with ONEOK’s historical organic build multiples.
-more-
ONEOK to Acquire Brazos Midstream’s Permian Midland Basin Assets for $4.425 Billion
Aug. 30, 2026
Page 4
MINORITY EQUITY INVESTMENT
Further strengthening its financial position, ONEOK has entered into an agreement with Apollo and affiliates for a $9 billion minority equity investment.
Minority equity investment highlights:
| • | Return capped at a 7.0% IRR for the first nine years of the investment with value creation above the capped return rate accruing to ONEOK common shareholders. |
| • | Investor’s capital account balance is expected to substantially decline over time through cash distributions that vary with cash flow from operations. |
| • | Income attributable to the noncontrolling interest (NCI) is expected to tie closely to the 7.0% capped IRR multiplied by the investor’s then outstanding capital account balance. |
| • | No liquidation preference and is structurally subordinate to all existing ONEOK senior debt. |
| • | Provides ONEOK the option to acquire any remaining minority interest beginning eight years after closing or earlier if investor capital account balance declines to $200 million prior to that date. |
| • | No Hypothetical Liquidation at Book Value (HLBV) accounting treatment necessary for this structure. |
Under the terms of the agreement, Apollo will invest $9 billion in exchange for a Class B interest in a newly formed holding company, ONEOK Holdings, L.L.C. (HoldCo), which is structurally subordinate to the company’s debt. The Class B interest is expected to receive 15% of quarterly cash flow from ONEOK, L.L.C. (OpCo) operations. Because those distributions are expected to exceed the Class B capped return of 7.0% IRR, the Class B capital account balance is expected to substantially decline over time. There are no penalties if the quarterly distribution is below the capped return. ONEOK has the option each quarter to accelerate the Class B investor capital paydown by electing to distribute up to 20% of quarterly cash flow from OpCo’s operations to the Class B interest, subject to certain conditions. The Class B interest carries limited consent rights related to HoldCo, has no board representation or liquidation preference, and is subordinate to all ONEOK senior debt. All distributions paid to HoldCo are at the discretion of the OpCo board.
The total minority equity investor return is capped at a 7.0% IRR for the first nine years of the investment. The target IRR on the then-current capital account balance steps to 7.35% in year 10 and increases to a final cap of 7.85% in year 15. All value creation above the capped IRR, including growth from the Brazos Midland acquisition, ONEOK’s existing portfolio and future initiatives, accrues to ONEOK common shareholders.
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ONEOK to Acquire Brazos Midstream’s Permian Midland Basin Assets for $4.425 Billion
Aug. 30, 2026
Page 5
Beginning on the eighth anniversary of closing, or earlier if the Class B capital account balance reaches $200 million prior to that date, ONEOK may acquire the remaining Class B interest at a price reflecting the same 7.0% IRR, which is fixed until the ninth anniversary of closing. By that time, the remaining balance is expected to be substantially below the initial investment. In years 10 through 15, the Class B interest may be acquired at a value to achieve the then current target IRR applied to the remaining Class B capital account balance at that time.
The investment has been reviewed with ONEOK’s credit rating agencies, all of which consider the transaction as credit-enhancing, and ONEOK expects to receive full equity credit. Under Generally Accepted Accounting Principles (GAAP), the investment will be reported on the balance sheet as a noncontrolling interest (NCI) within permanent equity. On the income statement, approximately 7.0% (1.75% on a quarterly basis) of the investment’s remaining capital balance will be subtracted from net income to arrive at net income attributed to ONEOK. The remainder of the Class B payment above NCI will reduce capital balance quarterly and the next quarter’s income available for common shareholders will increase in an amount approximately equal to the previous quarter’s reduction in capital account multiplied by the capped return divided by four and adjusted for the effective tax rate.
TRANSACTION TIMING
The Brazos Midland acquisition is expected to close in the fourth quarter of 2026 and has been unanimously approved by ONEOK’s Board of Directors. The closing of the transaction is subject to customary closing conditions, including Hart-Scott-Rodino Act clearance.
The minority equity investment has been unanimously approved by ONEOK’s Board of Directors and is expected to close in the first half of September, subject to customary closing conditions.
As part of these strategic transactions, ONEOK intends to extinguish $5 billion of outstanding debt, including commencing a cash tender offer for certain of its outstanding debt securities. In addition, ONEOK will repay, at or shortly following closing of the minority equity investment, its $1.2 billion term loan and will exercise make-whole calls on certain series of senior notes.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
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ONEOK to Acquire Brazos Midstream’s Permian Midland Basin Assets for $4.425 Billion
Aug. 30, 2026
Page 6
CONFERENCE CALL INFORMATION
Members of ONEOK’s management team will participate in a conference call at 9 a.m. Eastern (8 a.m. Central) on Aug. 31, 2026. The call will also be webcast.
To participate in the conference call, dial 800-330-6710, confirmation code: 8307680, or log on to the webcast at www.oneok.com.
If you are unable to participate in the conference call or webcast, a recording will be available at www.oneok.com for one year.
TRANSACTION PRESENTATION
https://ir.oneok.com/news-and-events/events-and-presentations
ADVISORS
Barclays served as sole financial advisor to ONEOK on the Brazos Midland acquisition and lead financial advisor to ONEOK on the minority equity investment. Lazard also served as financial advisor to ONEOK on the minority equity investment.
Latham & Watkins LLP served as legal advisor to ONEOK on the acquisition and minority equity investment.
RBC Capital Markets served as sole financial advisor and Milbank LLP served as legal counsel to Apollo.
Akin Gump Strauss Hauer & Feld LLP served as legal advisor to Brazos Midstream.
NON-GAAP (GENERALLY ACCEPTED ACCOUNTING PRINCIPLES) FINANCIAL MEASURES:
This news release references certain non-GAAP financial measures, including forward-looking transaction-related adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) multiples and targets, and free cash flow. These measures may not be comparable to similarly titled measures of other companies, are not measurements of financial performance under GAAP, and should not be considered alternatives to amounts presented in accordance with GAAP. Because these measures are provided on a forward-looking basis, ONEOK is unable to present a quantitative reconciliation to the most directly comparable forward-looking GAAP measures without unreasonable effort.
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ONEOK to Acquire Brazos Midstream’s Permian Midland Basin Assets for $4.425 Billion
Aug. 30, 2026
Page 7
ABOUT ONEOK:
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, storage and marine export services. Through our approximately 60,000-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 integrated 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.
For information about ONEOK, visit www.oneok.com. For the latest news, visit the ONEOK newsroom or find us on LinkedIn, Facebook, X and Instagram.
ABOUT APOLLO:
Apollo is a high-growth, global alternative asset manager. In our asset management business, we seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade credit to private equity. For more than three decades, our investing expertise across our fully integrated platform has served the financial return needs of our clients and provided businesses with innovative capital solutions for growth. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Our patient, creative, and knowledgeable approach to investing aligns our clients, businesses we invest in, our employees, and the communities we impact, to expand opportunity and achieve positive outcomes. As of June 30, 2026, Apollo had approximately $1.05 trillion of assets under management. To learn more, please visit www.apollo.com.
ABOUT BRAZOS MIDSTREAM:
Headquartered in Fort Worth, Texas, Brazos Midstream represents the largest privately held midstream platform in the Midland Basin. Brazos Midstream’s critical hydrocarbon infrastructure of natural-gas gathering pipelines spans the most prolific producing counties in the Midland Basin. Brazos has expansion projects underway to expand its current processing capacity to approximately 1.2 billion cubic feet per day (Bcf/d) in 2027. Brazos Midstream’s Midland platform is backed by Old Ironsides Energy, LLC and EnCap Flatrock Midstream, L.P.
FORWARD-LOOKING STATEMENTS:
Some of the statements contained and incorporated in this news release are forward-looking statements as defined under federal securities laws. The forward-looking statements relate to our anticipated financial performance (including projected levels of quarterly and annual dividends and adjusted EBITDA), growth, leverage, synergies, liquidity, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under federal securities laws and other applicable laws.
Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would” and other words and terms of similar meaning.
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ONEOK to Acquire Brazos Midstream’s Permian Midland Basin Assets for $4.425 Billion
Aug. 30, 2026
Page 8
One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements, including, without limitation, conditions to the completion of the acquisition, such as required regulatory clearance, not being satisfied; closing of the acquisition or minority equity investment being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the acquisition agreement; and ONEOK being unable to achieve the anticipated benefits of the acquisition or minority equity investment, including failure to achieve anticipated growth levels or operational synergies. Those factors may affect our operations, markets, products, services and prices. These and other risks are described in greater detail in Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and in the other filings that we make with the Securities and Exchange Commission (SEC), which are available on the SEC’s website at www.sec.gov. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and, other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.
Contacts:
Investor Relations:
Megan Patterson
918-561-5325
ONEOKInvestorRelations@oneok.com
Media Relations:
Alicia Keenom
918-861-3749
Media@oneok.com
###
Exhibit 99.2
|
|
News |
Aug. 30, 2026
ONEOK Announces Cash Tender Offers in Connection with
$5 Billion Debt Repayment Plan
TULSA, Okla. – Aug. 30, 2026 – ONEOK, Inc. (NYSE: OKE) today announced the commencement of cash tender offers (“Tender Offers”) to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $2 billion (subject to increase or decrease by ONEOK, the “Aggregate Maximum Tender Amount”) of its outstanding debt securities of the 20 series listed in the table below (the “Notes” and, each series, a “series of Notes”), subject to the order of priority (the “Acceptance Priority Levels”) as set forth in the table below under “Acceptance Priority Level.” The Tender Offers form part of the previously-announced repayment plan to repurchase or repay $5 billion of ONEOK’s senior debt.
The price offered in the Tender Offers and other information relating to the Tender Offers are set forth in the table below.
| Acceptance Priority Level(1) |
Title of |
Issuer | Principal Amount Outstanding (in millions) |
CUSIP Number |
Par Call Date(2) |
Maturity Date | Reference |
Bloomberg Reference Page(3) |
Fixed Spread (Basis Points) |
Early Tender Premium(4) |
||||||||||||||||||
| 1 |
3.950% Senior Notes due 2050 | ONEOK, Inc. |
$ | 797 | 682680CA9 | September 1, 2049 |
March 1, 2050 |
5.000% UST due May 15, 2056 | FIT1 | + 100 | $ | 50 | ||||||||||||||||
| 2 |
4.200% Senior Notes due 2047 | ONEOK, Inc. |
$ | 500 | 682680BY8 | April 3, 2047 | October 3, 2047 |
5.125% UST due August 15, 2046 | FIT1 | + 95 | $ | 50 | ||||||||||||||||
| 3 |
4.500% Senior Notes due 2050 | ONEOK, Inc. |
$ | 271 | 682680BC6 | September 15, 2049 |
March 15, 2050 |
5.000% UST due May 15, 2056 | FIT1 | + 105 | $ | 50 | ||||||||||||||||
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ONEOK Announces Cash Tender Offers in Connection with $5 Billion Debt Repayment Plan
Aug. 30, 2026
Page 2
| Acceptance Priority Level(1) |
Title of |
Issuer | Principal Amount Outstanding (in millions) |
CUSIP Number |
Par Call Date(2) |
Maturity Date | Reference |
Bloomberg Reference Page(3) |
Fixed Spread (Basis Points) |
Early Tender Premium(4) |
||||||||||||||||||
| 4 |
4.200% Senior Notes due 2045 | ONEOK, Inc. |
$ | 250 | 682680BW2 | September 15, 2044 |
March 15, 2045 |
5.125% UST due August 15, 2046 | FIT1 | + 100 | $ | 50 | ||||||||||||||||
| 5 |
4.250% Senior Notes due 2046 | ONEOK, Inc. |
$ | 500 | 682680BX0 | March 15, 2046 |
September 15, 2046 |
5.125% UST due August 15, 2046 | FIT1 | + 95 | $ | 50 | ||||||||||||||||
| 6 |
4.450% Senior Notes due 2049 | ONEOK, Inc. |
$ | 380 | 682680AZ6 | March 1, 2049 |
September 1, 2049 |
5.125% UST due August 15, 2046 | FIT1 | + 100 | $ | 50 | ||||||||||||||||
| 7 |
4.200% Senior Notes due 2042 | ONEOK, Inc. |
$ | 250 | 682680BU6 | June 1, 2042 |
December 1, 2042 |
5.125% UST due August 15, 2046 | FIT1 | + 95 | $ | 50 | ||||||||||||||||
| 8 |
4.850% Senior Notes due 2049 | ONEOK, Inc. |
$ | 500 | 682680BZ5 | August 1, 2048 |
February 1, 2049 |
5.125% UST due August 15, 2046 | FIT1 | + 100 | $ | 50 | ||||||||||||||||
| 9 |
4.950% Senior Notes due 2047 | ONEOK, Inc. |
$ | 407 | 682680AT0 | January 13, 2047 |
July 13, 2047 |
5.125% UST due August 15, 2046 | FIT1 | + 100 | $ | 50 | ||||||||||||||||
| 10 |
5.050% Senior Notes due 2045 | ONEOK, Inc. |
$ | 413 | 682680CY7 | October 1, 2044 |
April 1, 2045 |
5.125% UST due August 15, 2046 | FIT1 | + 95 | $ | 50 | ||||||||||||||||
| 11 |
5.200% Senior Notes due 2048 | ONEOK, Inc. |
$ | 753 | 682680AV5 | January 15, 2048 |
July 15, 2048 |
5.125% UST due August 15, 2046 | FIT1 | + 95 | $ | 50 | ||||||||||||||||
| 12 |
5.150% Senior Notes due 2043 | ONEOK, Inc. |
$ | 550 | 682680BV4 | April 15, 2043 |
October 15, 2043 |
5.125% UST due August 15, 2046 | FIT1 | + 90 | $ | 50 | ||||||||||||||||
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ONEOK Announces Cash Tender Offers in Connection with $5 Billion Debt Repayment Plan
Aug. 30, 2026
Page 3
| Acceptance Priority Level(1) |
Title of |
Issuer | Principal Amount Outstanding (in millions) |
CUSIP Number |
Par Call Date(2) |
Maturity Date | Reference |
Bloomberg Reference Page(3) |
Fixed Spread (Basis Points) |
Early Tender Premium(4) |
||||||||||||||||||
| 13 |
5.450% Senior Notes due 2047 | ONEOK, Inc. |
$ | 448 | 682680DA8 | December 1, 2046 |
June 1, 2047 |
5.125% UST due August 15, 2046 | FIT1 | + 100 | $ | 50 | ||||||||||||||||
| 14 |
5.700% Senior Notes due 2054 | ONEOK, Inc. |
$ | 1,480 | 682680CF8 | May 1, 2054 |
November 1, 2054 |
5.000% UST due May 15, 2056 | FIT1 | + 110 | $ | 50 | ||||||||||||||||
| 15 |
5.850% Senior Notes due 2064 | ONEOK, Inc. |
$ | 722 | 682680CG6 | May 1, 2064 |
November 1, 2064 |
5.000% UST due May 15, 2056 | FIT1 | + 120 | $ | 50 | ||||||||||||||||
| 16 |
5.600% Senior Notes due 2044 | ONEOK, Inc. |
$ | 340 | 682680CW1 | October 1, 2043 |
April 1, 2044 |
5.125% UST due August 15, 2046 | FIT1 | + 100 | $ | 50 | ||||||||||||||||
| 17 |
3.100% Senior Notes due 2030 | ONEOK, Inc. |
$ | 780 | 682680BB8 | December 15, 2029 |
March 15, 2030 |
4.375% UST due August 31, 2031 | FIT1 | + 35 | $ | 50 | ||||||||||||||||
| 18 |
3.250% Senior Notes due 2030 | ONEOK, Inc. |
$ | 500 | 682680BS1 | March 1, 2030 |
June 1, 2030 |
4.375% UST due August 31, 2031 | FIT1 | + 35 | $ | 50 | ||||||||||||||||
| 19 |
3.400% Senior Notes due 2029 | ONEOK, Inc. |
$ | 714 | 682680AY9 | June 1, 2029 |
September 1, 2029 |
4.250% UST due August 15, 2029 | FIT1 | + 30 | $ | 50 | ||||||||||||||||
| 20 |
5.050% Senior Notes due 2034 | ONEOK, Inc. |
$ | 1,600 | 682680CE1 | August 1, 2034 |
November 1, 2034 |
4.625% UST due August 15, 2036 | FIT1 | + 75 | $ | 50 | ||||||||||||||||
| (1) | Subject to the satisfaction or waiver of the conditions of the Tender Offers described in the Offer to Purchase, including the Aggregate Maximum Tender Amount and proration, the principal amount of each series of Notes accepted for purchase will be determined in accordance with the applicable Acceptance Priority Level specified in the table above (with 1 being the highest Acceptance Priority Level and 20 being the lowest Acceptance Priority Level). Notes tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline, regardless of the Acceptance Priority Level of such later-tendered Notes, as described in the Offer to Purchase under “Description of the Offers—Aggregate Maximum Tender Amount; Acceptance Priority Levels; Proration.” |
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ONEOK Announces Cash Tender Offers in Connection with $5 Billion Debt Repayment Plan
Aug. 30, 2026
Page 4
| (2) | For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Early Tender Consideration (as defined below) will be performed taking into account such par call date. See Annex A to the Offer to Purchase for an overview of the calculation of the Early Tender Consideration (including the par call detail) with respect to the Notes. |
| (3) | The Early Tender Consideration for each series of Notes payable per each $1,000 principal amount will be based on the fixed spread specified in the table above (the “Fixed Spread”) for such series of Notes, plus the yield of the specified Reference Security for that series as quoted on the Bloomberg reference page specified in the table above as of 9:00 a.m., New York City time, on the business day following the Early Tender Deadline, unless extended (such date and time, as the same may be extended, the “Price Determination Date”). Notes validly tendered at or prior to the Early Tender Deadline (and not validly withdrawn) and accepted for purchase will receive the applicable Early Tender Consideration. Notes tendered after the Early Tender Deadline but at or prior to the Expiration Time and accepted for purchase will receive the applicable Early Tender Consideration minus the applicable Early Tender Premium. The applicable Accrued Coupon Payment will be payable in cash in addition to the applicable Early Tender Consideration or Tender Offer Consideration, as applicable. |
| (4) | Per $1,000 principal amount of Notes. |
The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 30, 2026 (as the same may be amended or supplemented from time to time, the “Offer to Purchase”). The Tender Offers are open to all holders (the “Holders”) of the Notes. ONEOK reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount at any time, including on or after the Price Determination Date (as defined below), without extending withdrawal rights except as required by law. Notes of a series may be subject to proration (as described in the Offer to Purchase) if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded.
Subject to the terms and conditions of the Tender Offers, each Holder who validly tenders and does not subsequently validly withdraw its Notes at or prior to 5:00 p.m., New York City time, on September 14, 2026 (the “Early Tender Deadline”) will be entitled to receive the applicable Early Tender Consideration (the “Early Tender Consideration”) of the Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the Early Settlement Date (as defined below) if and when such Notes are accepted for payment. The Early Tender Consideration for each series of Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase. In calculating the applicable Early Tender Consideration for a series of Notes, the application of the par call date will be in accordance with standard market practice. Holders who validly tender their Notes after the Early Tender Deadline but at or prior to 5:00 p.m., New York City time, on September 29, 2026, or such other date as ONEOK extends the Tender Offers (such date and time, as it may be extended, the “Expiration Time”) will be entitled to receive only the applicable tender offer consideration (the “Tender Offer Consideration”) equal to the applicable Early Tender Consideration less the
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ONEOK Announces Cash Tender Offers in Connection with $5 Billion Debt Repayment Plan
Aug. 30, 2026
Page 5
applicable Early Tender Premium, plus accrued and unpaid interest up to, but not including, the applicable settlement date, if and when such Notes are accepted for payment. The Early Tender Consideration and Tender Offer Consideration will be determined at 9:00 a.m., New York City time, September 15, 2026, unless extended by ONEOK (the “Price Determination Date”).
Payments for the Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase. The settlement date for the Notes that are validly tendered at or prior to the Early Tender Deadline is expected to be September 17, 2026, three business days following the scheduled Early Tender Deadline (the “Early Settlement Date”). The settlement date for the Notes that are validly tendered following the Early Tender Deadline but at or prior to the Expiration Time is expected to be October 1, 2026, two business days following the scheduled Expiration Time (the “Final Settlement Date”).
Subject to the Aggregate Maximum Tender Amount and proration, all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any validly tendered Notes having a lower Acceptance Priority Level (with 20 being the lowest), and all Notes validly tendered following the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes validly tendered following the Early Tender Deadline having a lower Acceptance Priority Level. If the Tender Offers are not fully subscribed at the Early Tender Deadline, subject to the Aggregate Maximum Tender Amount and proration, Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes validly tendered following the Early Tender Deadline even if such Notes validly tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Notes validly tendered at or prior to the Early Tender Deadline.
If the Tender Offers are fully subscribed at the Early Tender Deadline, Holders who validly tender Notes following the Early Tender Deadline but at or prior to the Expiration Time will not have any of their Notes accepted for purchase regardless of their Acceptance Priority Level.
ONEOK’s obligation to accept for purchase, and to pay for, the Notes validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, among other things, the consummation of the previously announced minority equity investment in ONEOK by Apollo Global Management, Inc. (the “Minority Equity Investment”) and the related series of reorganization transactions described in the Offer to Purchase (the “Reorganization
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ONEOK Announces Cash Tender Offers in Connection with $5 Billion Debt Repayment Plan
Aug. 30, 2026
Page 6
Transactions”), including the merger of ONEOK with and into a newly formed successor issuer, Falcon Merger Sub, L.L.C. (“Falcon Merger Sub”), a newly formed Oklahoma limited liability company and wholly owned subsidiary of Falcon TopCo, Inc. (“Falcon TopCo”), an Oklahoma corporation, with Falcon Merger Sub surviving the merger. Upon effectiveness of the Reorganization Transactions, Falcon Merger Sub will be renamed “ONEOK, L.L.C.” and Falcon TopCo will be renamed “ONEOK, Inc.” (the effective date of the Reorganization Transactions, the “Reorganization Date”). From and after the Reorganization Date, references herein to “ONEOK” shall be deemed to refer to ONEOK, L.L.C., and all notes previously issued by ONEOK or ONEOK Partners, L.P. will be assumed by ONEOK, L.L.C. and guaranteed by ONEOK, Inc. The Tender Offers are not contingent upon the tender of any minimum principal amount of the Notes.
Following the commencement of the Tender Offers, ONEOK intends, but is not obligated to, issue a notice of redemption for all of its 5.550% Senior Notes due 2026 and a portion of its 4.250% Senior Notes due 2027, up to an aggregate amount of approximately $250 million. Any such redemption would be made in accordance with the terms of the applicable indenture pursuant to which such Notes were issued, which provides for a make-whole redemption price as described therein. Neither this statement of intent nor similar statements of such intent included elsewhere in this press release shall constitute a notice of redemption under any indenture. Any such notice, if made, will only be made in accordance with the provisions of the applicable indenture.
ONEOK or its affiliates may from time to time purchase additional Notes in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise, or ONEOK may redeem Notes pursuant to the terms of the applicable indenture governing each series of Notes. Any future purchases may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offers and, in either case, could be for cash or other consideration. Any future purchases will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) ONEOK will choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes that remain outstanding after the consummation or termination of the Tender Offers.
ONEOK has retained Barclays Capital Inc. to serve as Dealer Manager for the Tender Offers. D.F. King & Co., Inc. has been retained to serve as the Information and Tender Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to Barclays Capital Inc. at 745 Seventh Avenue, 5th Floor, New York, New York 10019, (800) 438-3242. Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc. at 28 Liberty Street, 53rd Floor, New York, New York 10005, (646) 690-9645 (for banks and
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ONEOK Announces Cash Tender Offers in Connection with $5 Billion Debt Repayment Plan
Aug. 30, 2026
Page 7
brokers) or (800) 967-7510 (for all others), or by email (OKE@dfking.com). ONEOK is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of ONEOK, the Dealer Manager, or the Information and Tender Agent make any recommendation as to whether Holders should tender or refrain from tendering their Notes. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender. The Tender Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of ONEOK by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
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, storage and marine export services. Through our approximately 60,000-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 integrated 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.
For information about ONEOK, visit www.oneok.com. For the latest news, visit the ONEOK newsroom or find us on LinkedIn, Facebook, X and Instagram.
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.
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ONEOK Announces Cash Tender Offers in Connection with $5 Billion Debt Repayment Plan
Aug. 30, 2026
Page 8
These forward-looking statements include, but are not limited to, statements regarding timing and consummation of the purchase of the Notes, risks and uncertainties related to the satisfaction of the conditions to the consummation of the Minority Equity Investment and the Reorganization Transactions and other conditions related to the purchase of the Notes. 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 changes in ONEOK’s capital structure could have adverse effects on the market value of its securities; the risk that ONEOK may be unable to reduce expenses or access financing or liquidity; risks related to the impact of any economic downturn and any substantial decline in commodity prices; risks related to ONEOK’s ability to effectively manage our expanded operations following closing of recent acquisitions 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 SEC 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.
Contacts:
Investor Relations:
Megan Patterson
918-561-5325
ONEOKInvestorRelations@oneok.com
Media Relations:
Alicia Keenom
918-861-3749
Media@oneok.com
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