ONEOK, Inc. announced that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission in connection with ONEOK’s pending acquisition of Magellan Midstream Partners, L.P.
The ONEOK Special Meeting of Shareholders is scheduled to take place on Sept. 21, 2023, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). The Special Meeting will be held virtually.
All shareholders of record of ONEOK common stock as of the close of business on July 24, 2023, will be entitled to vote their shares by proxy at the Special Meeting. The ONEOK board of directors unanimously recommends that shareholders vote “FOR” all proposals provided in detail in the definitive proxy statement. Proxy materials are expected to be mailed on or about July 28, 2023.
As previously announced on May 14, 2023, ONEOK will acquire all outstanding units of Magellan in a cash-and-stock transaction consisting of $25.00 in cash and 0.667 shares of ONEOK common stock for each outstanding Magellan common unit.
The combination of ONEOK and Magellan will create a diversified North American midstream infrastructure company with predominately fee-based earnings, a strong balance sheet and significant financial flexibility focused on delivering essential energy products and services to its customers, and continued strong returns to investors.
Highlights of the transaction include:
● Brings together two premier energy infrastructure businesses with strong returns on invested capital and diverse free cash flow generation:
The transaction adds a leading, and primarily fee-based, refined products and crude oil transportation business to ONEOK. Magellan’s stable, primarily demand-driven businesses are expected to generate significant free cash flow due to low capital expenditure requirements. This acquisition creates a more resilient energy infrastructure company that is expected to produce stable cash flows through diverse commodity cycles.
● Compelling long-term value proposition driven by consistent and disciplined capital allocation philosophy: The combined company is expected to experience a step change in free cash flow after dividends and growth capital by generating an average annual amount of approximately $1.0 billion in the first four years following the expected transaction close. The increase in free cash flow will provide additional cash for debt reduction, growth capital and value returned to shareholders through dividends and/or repurchasing shares. ONEOK remains committed to growing both EPS and its common dividend while targeting a payout ratio of less than 85%.
● Expect to achieve immediate financial benefits, including cost, operational and tax synergies, supporting meaningful expected accretion: The transaction is expected to be earnings per share (EPS) accretive beginning in 2024 with EPS accretion of 3% to 7% per year from 2025 through 2027, and free cash flow per share accretion averaging more than 20% from 2024 through 2027. Base forecasted synergies are expected to total at least $200 million annually.
From a tax perspective, ONEOK expects to benefit from the step-up in Magellan’s tax basis from the transaction, thus deferring the expected impact of the new corporate alternative minimum tax from 2024 to 2027. The benefit from the basis step-up has an estimated total value of approximately $3.0 billion, which has an estimated net present value of approximately $1.5 billion. Utilization of expected tax attributes could increase if additional capital projects are put into service or acquisitions are completed, which may increase the net present value of future tax deferrals.
● Complementary and diversified asset positions with potential for additional cost and commercial synergies over time: The combined company will own more than 25,000 miles of liquids-oriented pipelines, with significant assets and operational expertise at the Gulf Coast and Mid-Continent market hubs. ONEOK anticipates this combined liquids-focused portfolio will present significant potential for enhanced customer product offerings and increased international export opportunities. We believe these activities could potentially result in total annual transaction synergies exceeding $400 million within two to four years.
● Strong investment-grade credit ratings with enhanced scale and diversification: The combined company expects pro-forma 2024 year-end net debt-to-EBITDA of approximately 4.0 times. ONEOK expects leverage to decrease below 3.5 times by 2026 as future growth projects are placed in service. Excluding certain large projects that have not yet received a final investment decision from the expected net debt-to-EBITDA calculation would accelerate the timeframe to achieve 3.5 times by approximately one year.
On June 27, 2023, ONEOK announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The transaction is expected to close in the third quarter of 2023, subject to approval by both ONEOK shareholders and Magellan unitholders, and other customary closing conditions.