ONEOK INC /NEW/ 8K

ONEOK, Inc. is acquiring Brazos Midstream’s Permian Midland Basin assets for $4.425 billion, funded by a $9 billion minority equity investment from Apollo that will also support $5 billion of debt reduction and accelerate deleveraging while being structured as a capped-return, nonvoting interest.

On August 30, 2026, ONEOK, Inc. announced it has entered into a definitive agreement to acquire Brazos Midstream’s Permian Midland Basin natural gas gathering and processing assets for $4.425 billion in cash, funded by a $9 billion nonvoting minority equity investment from funds managed by Apollo, of which approximately $5 billion will be used to extinguish existing ONEOK debt and accelerate deleveraging to an expected 3.25x debt-to-EBITDA by 2027. The Brazos Midland assets, backed by roughly 600,000 dedicated acres under long-term fixed-fee contracts and significant expected volume growth, are projected to be immediately accretive to ONEOK’s 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. The Apollo investment, structured as a capped-IRR Class B interest in a new holding company subordinate to ONEOK’s senior debt and treated as noncontrolling interest in equity, is expected to receive 15% of OpCo cash flow with returns capped at a 7.0% IRR for the first nine years, after which the cap steps up modestly through year 15, with ONEOK retaining the option to repurchase the minority interest beginning in year eight or once the capital balance declines to $200 million. ONEOK’s board unanimously approved both the acquisition and the minority equity investment, with the Brazos Midland deal targeted to close in the fourth quarter of 2026 subject to customary conditions including Hart-Scott-Rodino clearance, and the Apollo investment expected to close in the first half of September 2026, alongside a plan to launch a cash tender offer, make-whole calls, and term loan repayment to retire $5 billion of debt and strengthen the company’s balance sheet and capital allocation flexibility for organic growth, dividends, and buybacks.

Filing Facts

CIK

1039684

Ticker

OKE

Form

8K

Source Type

sec

Accession

0001193125-26-377023

Alert Tier

8