欧尼克美股招股说明书(2024-12-31版)

Dear Unitholder of EnLink Midstream, LLC: On November 24, 2024, EnLink Midstream, LLC (“EnLink”) and ONEOK, Inc. (“ONEOK”) enteredinto an Agreement and Plan of Merger (the “Merger Agreement”) with Elk Merger Sub I, L.L.C., a direct,wholly-owned subsidiary of ONEOK (“Merger Sub I”), Elk Merger Sub II, L.L.C., a direct, wholly-ownedsubsidiary of ONEOK (“Merger Sub II”), and EnLink Midstream Manager, LLC, the managing member ofEnLink (the “Manager”), pursuant to which (i) Merger Sub I will merge with and into EnLink (the “FirstMerger”), with EnLink as the surviving company and (ii) promptly following the First Merger, but in any eventon the same day as the First Merger and as part of the same overall transaction as the First Merger, at theeffective time of the Second Merger (as defined below), EnLink, as the surviving entity in the First Merger,will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the“Mergers”), with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary of ONEOK. In the Mergers, the holders of common units representing limited liability company interests in EnLink(each such common unit, an “EnLink Unit,” and each such holder, an “EnLink unitholder”) will receive, foreach EnLink Unit that they own as of immediately prior to the effective time of the First Merger (the “FirstMerger Effective Time”), 0.1412 shares of common stock of ONEOK, par value $0.01 per share (“ONEOKCommon Stock”; such consideration, the “Merger Consideration” and such ratio, the “Exchange Ratio”). As ofthe effective time of the Mergers, the limited liability company interests in the Manager, and any EnLinkUnits that are owned immediately prior to the First Merger Effective Time by the Manager, ONEOK, MergerSub I or Merger Sub II, will remain unchanged and outstanding until the effective time of the Second Mergerand the Manager, as the holder of such managing member interests, will continue as the sole manager ofEnLink. Prior to the First Merger Effective Time, each Series B Preferred Unit of EnLink Midstream Partners,LP (“EnLink Partners”) will be redeemed for cash or converted into EnLink Units pursuant to the terms of theEnLink Partners partnership agreement. EnLink equity awards that are outstanding immediately prior to the First Merger Effective Time will besubject to the following treatment at the First Merger Effective Time: •each award of restricted incentive units of EnLink (each, an “EnLink RIU” and such award, an“EnLink RIU Award”), whether vested or unvested, that is outstanding immediately prior to theFirst Merger Effective Time, will, as of the First Merger Effective Time, be assumed by ONEOKand converted into a time-based restricted stock unit award with respect to ONEOK Common Stockrelating to a number of shares of ONEOK Common Stock equal to the number of EnLinkUnits subject to such EnLink RIU Award immediately prior to the First Merger Effective Timemultiplied by the Exchange Ratio, rounded up or down to the nearest whole share of ONEOKCommon Stock and otherwise subject to the same terms and conditions (including as to vesting andforfeiture) as were applicable to such EnLink RIU Award immediately prior to the First MergerEffective Time; and •each award of performance units of EnLink (each, an “EnLink PU” and such award, an “EnLinkPU Award”), whether vested or unvested, that is outstanding immediately prior to the First MergerEffective Time, will, as of the First Merger Effective Time, be assumed by ONEOK and convertedinto a time-based restricted stock unit award with respect to ONEOK Common Stock relating to anumber of shares of ONEOK Common Stock with respect to each tranche of the EnLink PU Awardas identified in the applicable award agreement (an “EnLink PU Tranche”) equal to the number of EnLink Units subject to such EnLink PU Tranche immediately prior to the First Merger EffectiveTime (determined as set forth below and, for those individuals who experienced a “QualifyingTermination” or “Retirement” (as such terms are defined in the applicable award agreement) priorto the transactions contemplated by the Purchase Agreement, dated as of August 28, 2024, by andamong ONEOK, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and Manager, acting solely in itsindividual capacity and not in its capacity as managing member of EnLink, taking into account anyapplicable proration provisions) multiplied Table of Contents by the Exchange Ratio, rounded up or down to the nearest whole share of ONEOK Common Stockand otherwise subject to the same terms and conditions (including as to vesting and forfeiture,except any performance-based vesting condition will not apply) as were applicable to such EnLinkPU Award immediately prior to the First Merger Effective Time. For purposes of determining thenumber of EnLink Units subject to each EnLink PU Tranche, the following shall apply: •for each EnLink PU Tranche that vests based on performance metrics ti