ONEOK Enters $9B Strategic Partnership with Apollo, Announces $4.425B Acquisition and $5B Debt Repayment

Executive Summary

ONEOK, Inc. (NYSE: OKE) filed a Form 8-K detailing major strategic transactions:

1. $9.0 Billion Strategic Investment with Apollo:

   • AP Falcon Holdings LLC (affiliate of Apollo Global Management) entered into a Contribution Agreement to contribute $9.0 billion in cash to ONEOK Holdings, L.L.C. in exchange for 900,000,000 Class B Units.
   • Base return on Class B units begins at 7.01% per annum with scheduled step-ups over time.
   • ONEOK retains control and governance of the Board of Managers.

2. $4.425 Billion Acquisition of Brazos Midland:

   • ONEOK Rockies Midstream, L.L.C. agreed to acquire 100% of Brazos Midland, LLC for a base cash purchase price of $4.425 billion, subject to working capital and customary adjustments.

3. $5.0 Billion Debt Extinguishment & Cash Tender Offers:

   • Proceeds from Apollo's investment will fund the acquisition and a $5.0 billion senior debt reduction program across 20 series of notes.

4. Holding Company Reorganization:

   • ONEOK is executing a holding company reorganization under Section 1081.G of the Oklahoma General Corporation Act, resulting in Falcon TopCo becoming the successor issuer named "ONEOK, Inc." trading under ticker OKE.