ONEOK (OKE) M&A Announcement summary

Deal rationale and strategic fit

• Establishes a fully integrated Permian Basin platform, expanding natural gas, crude, and NGL infrastructure and service offerings for producers.

• Expands operating footprint in the Mid-Continent, North Texas, and Louisiana, enhancing regional diversification and connecting to key demand centers.

• Enhances integrated offerings across oil, natural gas, and NGL value chains in multiple basins, diversifying commodity exposure.

• Aligns with strategic priorities: safe, reliable operations, free cash flow generation, and ESG leadership.

• Strengthens position as a premier energy infrastructure company with complementary assets and a balanced, fee-based business mix.

Financial terms and conditions

• Total cash consideration of $5.9 billion: $3.3 billion for EnLink (including $3 billion for common units at $14.90/unit, a 12.8% premium) and $2.6 billion for Medallion.

• Medallion purchase price represents 6.3x estimated 2025 EBITDA, including run-rate synergies.

• EnLink implied enterprise value is $12.9 billion, with an 8.3x 2025E EBITDA multiple (with synergies).

• Financing commitments secured for up to $6 billion from major banks; transactions are not cross-conditional.

• EnLink purchase price represents a 12.8% premium to its closing market price as of August 27, 2024.

Synergies and expected cost savings

• Annual synergies of $250–$450 million expected within three years, mainly from commercial opportunities, operational integration, and cost savings.

• Potential for further upside, with identified unrisked synergy potential exceeding $1 billion.

• Synergies to be realized through “feed and fill” strategy, optimizing asset utilization and supply security.

• Synergies from expanded connectivity, optimization, and enhanced commercial flexibility.