ENLC EnLink Midstream LLC

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): January 31, 2025

 

Elk Merger Sub II, L.L.C.

(as successor in interest to EnLink Midstream, LLC)

(Exact name of registrant as specified in its charter)

 

Delaware		001-36336		46-4108528
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

100 West fifth street TULSA, OK 74103		74172
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (918) 588-7000

 

EnLink Midstream, LLC

1722 ROUTH STREET, SUITE 1300

DALLAS, texas 75201

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934:

 

Title of Each Class		Symbol		Name of Exchange on which Registered
Common Units Representing Limited Liability Company Interests		ENLC		The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Introductory Note

 

On January 31, 2025 (the “Closing Date”), (i) Elk Merger Sub I, L.L.C. (“Merger Sub I”), a Delaware limited liability company and direct, wholly-owned subsidiary of ONEOK, Inc., an Oklahoma corporation (“ONEOK”), merged (the “First Merger”) with and into EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), with EnLink surviving the First Merger, and (ii) promptly following the First Merger, EnLink, as the surviving entity in the First Merger, merged (the “Second Merger” and, together with the First Merger, the “Mergers”) with and into Elk Merger Sub II, L.L.C. (“Merger Sub II”), a Delaware limited liability company and direct, wholly-owned subsidiary of ONEOK, with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary of ONEOK. The Mergers were effected pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 24, 2024, by and among EnLink, ONEOK, Merger Sub I, Merger Sub II, and EnLink Midstream Manager, LLC, the managing member of EnLink (the “Manager”).

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Supplemental Indentures

 

On the Closing Date, in connection with the Second Merger, Merger Sub II, EnLink Midstream Partners, LP (“ENLK”) and Computershare Trust Company, N.A., as trustee, entered into a supplemental indenture (such supplemental indentures, collectively, the “Supplemental Indentures”) to each of the respective indentures (each, an “Indenture”) governing EnLink’s outstanding 5.625% Senior Notes due 2028, 5.375% Senior Notes due 2029, 6.500% Senior Notes due 2030 and 5.650% Senior Notes due 2034 (collectively, the “Notes”). Pursuant to each Supplemental Indenture, Merger Sub II assumed all of the obligations of EnLink and EnLink was released from its obligations under the applicable Indenture supplemented thereby, and ENLK confirmed its guarantee of the outstanding series of Notes issued under such Indenture.

 

The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indentures, copies of which are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 to this Current Report on Form 8-K (this “Current Report”) and are incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

Credit Facility

 

In connection with the closing of the Mergers, on January 31, 2025, EnLink, at the direction of ONEOK, repaid all outstanding obligations owed under, and terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under the Amended and Restated Revolving Credit Agreement, dated as of June 3, 2022, by and among EnLink, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and each of the lenders and other L/C issuers party thereto.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

The disclosure set forth in the Introductory Note above is incorporated into this Item 2.01 by reference.

 

As a result of the Mergers, each common unit representing limited liability company interests in EnLink (the “EnLink Units”) issued and outstanding immediately prior to the time the First Merger became effective (the “First Merger Effective Time”), other than those EnLink Units owned by ONEOK, was converted into the right to receive 0.1412 shares (the “Exchange Ratio”) of ONEOK common stock, par value $0.01 (the “ONEOK common stock”). No fractional shares of ONEOK common stock will be issued in the Mergers, and holders of EnLink Units will, instead, receive cash in lieu of fractional shares of ONEOK common stock, if any, as provided in the Merger Agreement.

 

In addition, at the First Merger Effective Time:

 

(i)

each award of restricted incentive units of EnLink (each, an “EnLink RIU” and such award, an “EnLink RIU Award”), whether vested or unvested, that was outstanding immediately prior to the First Merger Effective Time, was assumed by ONEOK and converted into a time-based restricted stock unit award with respect to ONEOK common stock relating to a number of shares of ONEOK common stock equal to the number of EnLink Units subject to such EnLink RIU Award immediately prior to the First Merger Effective Time multiplied by the Exchange Ratio, rounded up or down to the nearest whole share of ONEOK common stock and otherwise subject to the same terms and conditions (including as to vesting and forfeiture) as were applicable to such EnLink RIU Award immediately prior to the First Merger Effective Time; and

 

(ii)

each award of performance units of EnLink (each, an “EnLink PU” and such award, an “EnLink PU Award”), whether vested or unvested, that was outstanding immediately prior to the First Merger Effective Time, was assumed by ONEOK and converted into a time-based restricted stock unit award with respect to ONEOK common stock relating to a number of shares of ONEOK common stock with respect to each tranche of the EnLink PU Award as 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 Effective Time multiplied by the Exchange Ratio, rounded up or down to the nearest whole share of ONEOK common stock and 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 EnLink PU Award immediately prior to the First Merger Effective Time.

 

 

The issuance of shares of ONEOK common stock in connection with the First Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to ONEOK’s registration statement on Form S-4 (File No. 33-283681) (the “Registration Statement”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2024. The proxy statement/prospectus included in the Registration Statement contains additional information about the Mergers. Prior to the consummation of the Mergers and without giving effect the issuance of the Exchange Units (as defined below), ONEOK beneficially owned approximately 43.7% of the outstanding EnLink Units and all of the membership interests in the Manager.

 

The foregoing description of the Merger Agreement has been included to provide investors and security holders with information regarding the Mergers and the Merger Agreement, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On January 31, 2025, in connection with the completion of the Mergers, EnLink notified the New York Stock Exchange (the “NYSE”) of the effectiveness of the First Merger, and requested that the NYSE file with the SEC a notification of removal from listing on Form 25 to delist and deregister the EnLink Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend trading of the EnLink Units on the NYSE prior to the opening of trading on January 31, 2025. The delisting of the EnLink Units from the NYSE will be effective 10 days after the filing of the Form 25. 

 

In addition, Merger Sub II, as successor in interest to EnLink, intends to file with the SEC a Form 15 requesting that its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act be suspended.

 

The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

In connection with the Mergers, all of the outstanding Series B Cumulative Convertible Preferred Units of ENLK were exchanged for an aggregate of 34,561,309 EnLink Units (the “Exchange Units”) in accordance with the terms of ENLK’s Eleventh Amended and Restated Agreement of Limited Partnership. The Exchange Units were issued on January 31, 2025, immediately prior to the First Merger Effective Time, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth in the Introductory Note, Item 1.01, Item 1.02, Item 2.01, Item 3.01, Item 3.02, and Item 5.03 of this Current Report is incorporated by reference into this Item 3.03.

  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In connection with and effective upon the closing of the Mergers, Deborah G. Adams, Tiffany Thom Cepak and Leldon E. Echols resigned as directors of the Manager. The decision of each departing director to resign as a director of the Manager was not the result of any disagreement with the Manager or EnLink relating to the operations, policies or practices of the Manager or EnLink.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

In connection with the consummation of the Second Merger, on January 31, 2025, the certificate of formation and limited liability company agreement of Merger Sub II as in effect immediately prior to the time the Second Merger became effective, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, remained the certificate of formation and limited liability company agreement of Merger Sub II, as the surviving entity in the Second Merger.

 

The foregoing description of the certificate of formation and limited liability company agreement of Merger Sub II does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of formation and limited liability company agreement of Merger Sub II, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On January 31, 2025, following the completion of the Mergers, ONEOK effected an internal reorganization of the entities acquired pursuant to the First Merger. In connection with such internal reorganization, (i) ONEOK assumed the obligations of Merger Sub II, as successor in interest to EnLink, and ENLK under each of their respective indentures and the outstanding senior notes issued thereunder (collectively, the “assumed notes”), (ii) Merger Sub II and ENLK provided guarantees of the assumed notes, (iii) Merger Sub II and ENLK provided guarantees of the obligations of ONEOK and ONEOK Partners, L.P. under their respective indentures and the outstanding senior notes issued thereunder, and (iv) Merger Sub II and ENLK provided guarantees of the obligations of ONEOK under its amended and restated credit agreement.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I, L.L.C., Elk Merger Sub II, L.L.C., EnLink Midstream, LLC and EnLink Midstream Manager, LLC (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated November 25, 2024, filed with the SEC on November 25, 2024, file No. 001-36336).
3.1		Certificate of Formation of Elk Merger Sub II, L.L.C.
3.2		Limited Liability Company Agreement of Elk Merger Sub II, L.L.C.
4.1		First Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee.
4.2		Second Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee.
4.3		First Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee.
4.4		Second Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Elk Merger Sub II, L.L.C.
	(as successor in interest to EnLink Midstream, LLC)
Date: January 31, 2025	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

 

 

Exhibit 3.1

 

CERTIFICATE OF FORMATION

 

OF

 

ELK MERGER SUB II, L.L.C.

 

This Certificate of Formation is being executed as of November 22, 2024, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

 

The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows:

 

1. Name. The name of the limited liability company is Elk Merger Sub II, L.L.C. (the “Company”).

 

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The registered agent of the Company for service of process is National Registered Agents, Inc., located at 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.

 

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

 

	By:	/s/ Michelle Hendrickson
	Name:	Michelle Hendrickson
	Its:	Authorized Person

Exhibit 3.2

 

Limited Liability Company Agreement

Elk Merger Sub II, L.L.C.

 

The undersigned member (the “Member”) of Elk Merger Sub II, L.L.C., a Delaware limited liability company (“Company”), hereby enters into this Limited Liability Company Agreement (the “Agreement”), effective as of November 22, 2024.

 

RECITALS

 

Pursuant to the filing of the Certificate of Formation (the “Certificate”) with the office of the Delaware Secretary of State, the Company was formed on November 22, 2024, as a limited liability company in accordance with the Delaware Limited Liability Company Act (the “Act”).

 

The Member desires to enter into this Agreement, pursuant to which the rights and obligations of the Member and certain other constituencies of the Company shall be set forth and agreed upon as of the date hereof.

 

AGREEMENT

 

1. Formation. The Company has been organized as a Delaware limited liability company by the filing of the Certificate in accordance with the Act.

 

2. Name. The name of the Company is Elk Merger Sub II, L.L.C.

 

3. Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware is the registered office set forth in the Certificate; provided that the Member may designate another office (which need not be a place of business of the Company) in the manner provided by law. The registered agent of the Company in the State of Delaware is the initial registered agent named in the Certificate; provided that the Member may designate another Person as the registered agent from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

 

4. Purposes. The purpose of the Company is to engage in any business or activity that is not prohibited by the Act.

 

5. Term. The existence of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall continue until the Company is dissolved pursuant to Section 15 of this Agreement.

 

6. Member. The name and the mailing address of the Member as of the date hereof are identified on Exhibit A attached hereto.

 

7. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member.

 

8. Distributions. Distributions shall be made at the time and in the aggregate amounts determined by the Member.

 

9. Capital Contributions. The Member is not required to make any Capital Contribution to the Company.

 

 

10. Management.

 

(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, under the Act. The Member is authorized to bind the Company and to execute and deliver any instrument or document on behalf of the Company without any vote or consent of any other Person.

 

(b) The Member may designate one or more persons to be officers or authorized signatories of the Company. No authorized signatory or officer need be a resident of the State of Delaware or a member. Any authorized signatory or officer so designated shall have such authority and perform such duties as the Member may assign or delegate to them. The Member may assign titles to particular officers. Unless the Member otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Member. Each officer and authorized signatory will hold their office or position until a successor has been designated or such officer or authorized signatory dies, resigns or is removed by the Member. Any number of offices may be held by the same person. An officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any authorized signatory or officer may be removed as such by the Member for any reason. The following individuals are hereby appointed as authorized signatories of the Company:

 

	Pierce H. Norton II	President and Chief Executive Officer
	Walter S. Hulse III	Chief Financial Officer
	Lyndon C. Taylor	Executive Vice President, Chief Legal Officer and Assistant Secretary

 

11. Exculpation. The Member shall not have any personal liability, in such Member’s capacity as a member or in any other capacity contemplated hereunder, including in respect of the management of the Company, or under the Act, to the Company, to the creditors of the Company or to any other Person for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. To the maximum extent permitted under the Act and any other applicable law, the Member, in its capacity as a member or in any other capacity contemplated hereunder, including in respect of the management of the Company, or under the Act, shall not owe any fiduciary or other duties to the Company, all such duties being hereby eliminated in all respects.

 

12. Indemnification.

 

(a) The Company hereby agrees to indemnify, reimburse and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) incurred or suffered by such Person by reason of the fact that such Person is or was a member of the Company, is or was serving as an authorized signatory or officer of the Company or is or was serving at the request of the Company as an authorized signatory or officer of another legal entity, joint venture or other enterprise; provided that, unless in connection with such officer’s appointment the Member specifies otherwise, no officer shall be indemnified for any damages, judgments, penalties, fines, settlements or expenses (i) to the extent attributable to such officer’s gross negligence, willful misconduct, bad faith or violation of law, (ii) for any breach of any fiduciary duty of such officer; (iii) for any breach of any representations and warranties or covenants or other obligations by such officer contained in any other agreement with the Company or any of its subsidiaries or (iv) in any action brought by such officer, such officer’s affiliates or the Person of whom such officer is the legal representative. Expenses, including attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, on receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, by action of the Member, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of members, authorized signatories or officers.

 

 

(b) Notwithstanding anything contained herein to the contrary, any indemnity or advancement or reimbursement of expenses by the Company shall be provided out of and to the extent of Company assets only and the Member shall have no personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of the Company.

 

(c) No officer shall be liable to the Member or the Company for mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged, or retained with reasonable care. Any officer entitled to relief hereunder may consult with legal counsel and accountants in respect of affairs of the Company and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such counsel or accountants; provided that they shall have been selected with reasonable care.

 

(d) The right to indemnification and the advancement and payment of expenses conferred in this Section 12 shall not be exclusive of any other right which an Indemnified Person may have or hereafter acquire under any law (common or statutory), agreement, action of the Member or otherwise.

 

(e) The rights granted pursuant to this Section 12 shall be deemed contract rights, and no amendment, modification or repeal of this Section 12 shall have the effect of limiting or denying any such rights with respect to actions taken or omissions made or any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative, arising prior to any amendment, modification or repeal.

 

13. Observance of Formalities. Notwithstanding anything herein or in the Act to the contrary, the failure of the Company, the Member or any authorized signatory or officer to observe any formalities or procedural or other requirements relating to the exercise of its rights, duties, powers or management of the Company’s business and affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member.

 

14. Limited Liability Company Interests.

 

(a) The Member holds all of the limited liability company interests of the Company (the “Interests”), which shall be inclusive of economic, management and voting rights (including, without limitation, the rights to participate in the management of the business and business affairs of the Company, to replace, appoint, direct, and substitute any managers or officers of the Company, to share profits and losses, to receive, cause and declare distributions (liquidating or otherwise), and to receive allocations of income, gain, loss, deduction, credit or similar item) of the Member.

 

 

(b) The Interests of the Member are and at all times shall remain uncertificated (and any certificate purporting to evidence any Interests shall be null and void ab initio). The Member’s Interests in the Company are not and shall not at any time be “securities” or “investment property” covered by Article 8 of the Uniform Commercial Code of the State of Delaware (or the Uniform Commercial Code of any other applicable jurisdiction). No Member, manager or officer of the Company will amend this Agreement to provide that the Interests of the Member in the Company are “securities” or “investment property” governed by Article 8 of the Uniform Commercial Code or otherwise “opt in” to Article 8 of the Uniform Commercial Code.

 

15. Dissolution. The Company shall dissolve, and its affairs shall be wound up on the first to occur of the following: (a) the written consent of the Member; or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

 

16. Assignments. The Member may assign, pledge or transfer or otherwise grant a lien and security interest in whole or in part in respect of its Interests without any further consents, approvals or actions required by any Person under this Agreement or otherwise. Notwithstanding anything contained in this Agreement to the contrary, the Member shall be permitted to pledge, hypothecate or mortgage any or all of its Interests to any lender to the Company or any agent acting on such lender’s behalf, and any transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge, hypothecation or mortgage shall be permitted with no further action or approval required under this Agreement or under the Act. No such lender or agent shall be liable for the obligations of the Member to make contributions to the Company. Notwithstanding anything contained herein to the contrary, the lender (or agent) shall have the right, as set forth in the applicable pledge, hypothecation or mortgage agreement, and without further approval of the Member, any manager, any officer or the Company and without becoming a Member, to exercise the membership voting rights of the Member granting such pledge, hypothecation or mortgage. Notwithstanding anything contained herein to the contrary, and without complying with any other requirements or procedures set forth in this Agreement, subject to the terms set forth in the applicable pledge, hypothecation or mortgage agreement, the lender (or agent) or transferee of such lender (or agent), as the case may be, shall have the right to become a Member under this Agreement and shall succeed to all of the economic, management and voting rights and powers (including, without limitation, the rights to participate in the management of the business and business affairs of the Company, to replace, appoint, direct, and substitute any of the managers or officers of the Company, to share profits and losses, to receive, cause and declare distributions (liquidating or otherwise), and to receive allocations of income, gain, loss, deduction, credit or similar item) of the Member transferor under this Agreement without further approval of the Member, any manager, any officer or the Company, and the Member transferor shall automatically cease to be a Member and shall have no further rights or powers under this Agreement. No such pledge, hypothecation, mortgage, or transfer shall constitute an event of dissolution under any provision hereunder or otherwise. The provisions of this Section 16 shall be binding upon and inure to the benefit of such lender (or agent) or transferee of such lender (or agent), as the case may be, the parties hereto, each of their respective successors and assigns and any future Members, managers or officers and each of their respective successors and assigns.

 

17. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all controversies, rights and remedies being governed by such laws.

 

18. Entire Agreement. This Agreement embodies the complete agreement and understanding with respect to the subject matter herein and preempts any other prior understandings, agreements or representations, written or oral, which may have related to the subject matter hereof in any way.

 

19. Descriptive Headings; Interpretation; Definitions. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. The phrase “at any time” shall be deemed to be followed by the words “and on one or more occasions” and the phrase “from time to time” shall be interpreted to mean “at any time and on one or more occasions.” Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “or,” “either” and “any” shall not be exclusive. Whenever in this Agreement the Member is required or permitted to take any action or to make a decision or determination, the Member shall take such action or make such decision or determination in its sole and absolute discretion and shall not be subject to any other or different standard. “Person” means any natural person, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company or other legal entity or governmental entity. “Capital Contributions” means the cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services, which a member contributes or is deemed to contribute to the Company in its capacity as a member.

 

 

The undersigned has executed this Agreement as of the date first written above.

 

	MEMBER:
	ONEOK, INC.
	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations and Corporate Development

 

Signature Page to Limited Liability Company Agreement of Elk Merger Sub II, L.L.C.

 

 

Exhibit A

 

Name of Member		Limited Liability Company Interests
ONEOK, Inc.			100	%
ONEOK Plaza 100 West Fifth Street Tulsa, OK 74103

 

 

Exhibit 4.1

 

 

 

 

  

ENLINK MIDSTREAM, LLC,

 

as Issuer,

 

ENLINK MIDSTREAM PARTNERS, LP,

 

as Guarantor, and

 

COMPUTERSHARE TRUST COMPANY, N.A.,

 

as Trustee

 

FIRST SUPPLEMENTAL INDENTURE

 

Dated as of January 31, 2025

to

Indenture dated as of December 17, 2020

 

5.625% Senior Notes due 2028

 

 

  

 

 

 

 

Table of Contents

 

		Page
Section 1 Capitalized Terms.		2
Section 2 Assumption; Succession.		2
Section 3 Ratification and Effect.		2
Section 4 Governing Law.		2
Section 5 The Trustee.		2
Section 6 Conflicts.		3
Section 7 Miscellaneous.		3
Section 8 Counterparts.		3

 

 

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 31, 2025 (this “First Supplemental Indenture”), is among Elk Merger Sub II, L.L.C., a Delaware limited liability company (the “New Issuer”) and a direct, wholly-owned subsidiary of ONEOK (as defined below), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Guarantor”), and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, under the Indenture referred to below (the “Trustee”).

 

RECITALS

 

WHEREAS, EnLink Midstream, LLC, a Delaware limited liability company (the “Old Issuer”), the Guarantor, and the Trustee have entered into that certain Indenture, dated as of December 17, 2020 (the “Indenture”), pursuant to which the Old Issuer has issued its 5.625% Senior Notes due 2028 (the “Notes”);

 

WHEREAS, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., an Oklahoma corporation (“ONEOK”), Elk Merger Sub I, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of ONEOK (“Merger Sub”), the New Issuer, the Old Issuer, and EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of the Old Issuer, (i) on the date hereof, Merger Sub is being merged with and into the Old Issuer (the “First Merger”), with the Old Issuer surviving the First Merger as the surviving Delaware limited liability company and (ii) promptly following the First Merger, but in any event on the same day as the First Merger and as part of the same overall transaction as the First Merger, at the effective time of the Second Merger (as defined below), the Old Issuer, as the surviving entity in the First Merger, is being merged with and into the New Issuer (the “Second Merger”), with the New Issuer surviving the Second Merger as the surviving Delaware limited liability company;

 

WHEREAS, in accordance with Section 9.01(a) of the Indenture, the Indenture may be supplemented without the consent of the Holders of any of the Notes to provide for the assumption by a Successor Company of the covenants, agreements, and obligations of the Company under the Indenture and the Notes, pursuant to Article X of the Indenture;

 

WHEREAS, Section 10.02 of the Indenture provides that in the case of any transaction in accordance with Section 10.01 of the Indenture, and upon such assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for the Old Issuer with the same effect as if the New Issuer had been named as the “Company” in the Indenture;

 

WHEREAS, in accordance with Section 10.01 of the Indenture, (i) the New Issuer is delivering this First Supplemental Indenture to expressly assume all the obligations of the Old Issuer under the Indenture and the Notes and (ii) the Guarantor is delivering this First Supplemental Indenture to expressly confirm that its Guarantee shall continue to apply to the obligations under the Notes and the Indenture;

 

WHEREAS, the Old Issuer, has delivered or is delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel required by Sections 9.03, 10.01 and 13.05 of the Indenture; and

 

 

WHEREAS, all requirements necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects.

 

NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this First Supplemental Indenture, and the New Issuer and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes, as follows:

 

Section 1 Capitalized Terms.

 

Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.

 

Section 2 Assumption; Succession; Guarantee.

 

Effective upon the consummation of the Second Merger (the “Effective Time”), (i) the New Issuer hereby expressly assumes all the obligations of the Old Issuer under the Indenture and the Notes, as if the New Issuer had been named in the Indenture as the “Company” and (ii) the Guarantor hereby expressly confirms that its Guarantee shall continue to apply to the obligations under the Notes and the Indenture.

 

Section 3 Ratification and Effect.

 

Except as expressly amended by this First Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all of the terms, provisions, and conditions thereof shall be and remain in full force and effect. Upon and after the Effective Time, the Indenture shall be supplemented in accordance herewith, this First Supplemental Indenture shall form a part of the Indenture for all purposes, each reference in the Indenture and the Notes to the Indenture shall mean and be a reference to the Indenture as amended hereby, and each reference in the Indenture and the Notes to EnLink Midstream, LLC or the Company shall mean and be a reference to Elk Merger Sub II, L.L.C., as the Successor Company.

 

Section 4 Governing Law.

 

THIS FIRST SUPPLEMENTAL INDENTURE FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO AND TO BE PERFORMED IN SUCH STATE.

 

Section 5 The Trustee.

 

The recitals in this First Supplemental Indenture shall be taken as the statements of the New Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this First Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any execution, modification, amendment, supplement, or confirmation to any document is necessary to implement the provisions of this First Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the Indenture in a form reasonably satisfactory to the Trustee. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this First Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

 

 

Section 6 Conflicts.

 

To the extent of any inconsistency between the terms of the Indenture or the Notes and this First Supplemental Indenture, the terms of this First Supplemental Indenture will control.

 

Section 7 Miscellaneous.

 

This First Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth herein. All covenants and agreements in this First Supplemental Indenture given by the parties hereto shall bind their successors. In case any provision in this First Supplemental Indenture shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. The section headings are for convenience only and shall not affect the construction hereof.

 

Section 8 Counterparts.

 

This First Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or endorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

 

Signature page follows.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.

 

	ISSUER:
	ELK MERGER SUB II, L.L.C.
	By:	/s/ Walter S. Hulse III
		Name:	Walter S. Hulse III
		Title:	Chief Financial Officer
	GUARANTOR:
	ENLINK MIDSTREAM PARTNERS, LP
	By:	EnLink Midstream GP, LLC,
		its General Partner
	By:	/s/ Walter S. Hulse III
		Name:	Walter S. Hulse III
		Title:	Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations and Corporate Development

 

[Signature Page to First Supplemental Indenture – 5.625% Senior Notes due 2028]

 

 

	TRUSTEE:
	COMPUTERSHARE TRUST COMPANY, N.A.,
	as Trustee
	By:	/s/ Erika Mullen
		Name:	Erika Mullen
		Title:	Vice President

 

[Signature Page to First Supplemental Indenture – 5.625% Senior Notes due 2028]

 

 

 

Exhibit 4.2

 

 

 

 

 

ENLINK MIDSTREAM, LLC,

 

as Issuer,

 

ENLINK MIDSTREAM PARTNERS, LP,

 

as Guarantor, and

 

COMPUTERSHARE TRUST COMPANY, N.A.,

 

as Trustee

 

SECOND SUPPLEMENTAL INDENTURE

 

Dated as of January 31, 2025

to

Indenture dated as of April 9, 2019

 

5.375% Senior Notes due 2029

 

 

 

 

  

 

 

Table of Contents

 

		Page
Section 1	Capitalized Terms.	2
Section 2	Assumption; Succession.	2
Section 3	Ratification and Effect.	2
Section 4	Governing Law.	2
Section 5	The Trustee.	2
Section 6	Conflicts.	3
Section 7	Miscellaneous.	3
Section 8	Counterparts.	3

 

 

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 31, 2025 (this “Second Supplemental Indenture”), is among Elk Merger Sub II, L.L.C., a Delaware limited liability company (the “New Issuer”) and a direct, wholly-owned subsidiary of ONEOK (as defined below), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Guarantor”), and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, under the Indenture referred to below (the “Trustee”).

 

RECITALS

 

WHEREAS, EnLink Midstream, LLC, a Delaware limited liability company (the “Old Issuer”), the Guarantor, and the Trustee have entered into that certain Indenture, dated as of April 9, 2019 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of April 9, 2019, among the Old Issuer, the Guarantor, and the Trustee (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), pursuant to which the Old Issuer has issued its 5.375% Senior Notes due 2029 (the “Debt Securities”);

 

WHEREAS, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., an Oklahoma corporation (“ONEOK”), Elk Merger Sub I, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of ONEOK (“Merger Sub”), the New Issuer, the Old Issuer, and EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of the Old Issuer, (i) on the date hereof, Merger Sub is being merged with and into the Old Issuer (the “First Merger”), with the Old Issuer surviving the First Merger as the surviving Delaware limited liability company and (ii) promptly following the First Merger, but in any event on the same day as the First Merger and as part of the same overall transaction as the First Merger, at the effective time of the Second Merger (as defined below), the Old Issuer, as the surviving entity in the First Merger, is being merged with and into the New Issuer (the “Second Merger”), with the New Issuer surviving the Second Merger as the surviving Delaware limited liability company;

 

WHEREAS, in accordance with Section 9.01(a) of the Base Indenture, the Base Indenture may be supplemented without the consent of the Holders of any of the Debt Securities (which shall conform to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”) as in force at the date of the execution thereof) to provide for the assumption by a Successor Company of the covenants, agreements, and obligations of the Company under the Indenture and the Debt Securities pursuant to Article X of the Base Indenture;

 

WHEREAS, Section 10.02 of the Base Indenture provides that in the case of any transaction in accordance with Section 10.01 of the Base Indenture, and upon such assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for the Old Issuer with the same effect as if the New Issuer had been named as the “Company” in the Indenture;

 

WHEREAS, in accordance with Section 10.01 of the Base Indenture, (i) the New Issuer is delivering this Second Supplemental Indenture to expressly assume all the obligations of the Old Issuer under the Indenture and the Debt Securities according to their tenor and (ii) the Guarantor is delivering this Second Supplemental Indenture to expressly confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and the Indenture;

 

 

WHEREAS, the Old Issuer, has delivered or is delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel required by Sections 9.03, 10.01 and 13.05 of the Base Indenture; and

 

WHEREAS, all requirements necessary to make this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.

 

NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Second Supplemental Indenture, and the New Issuer and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of the Debt Securities, as follows:

 

Section 1 Capitalized Terms.

 

Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.

 

Section 2 Assumption; Succession; Guarantee.

 

Effective upon the consummation of the Second Merger (the “Effective Time”), (i) the New Issuer hereby expressly assumes all the obligations of the Old Issuer under the Indenture and the Debt Securities according to their tenor, as if the New Issuer had been named in the Indenture as the “Company” and (ii) the Guarantor hereby expressly confirms that its Guarantee shall continue to apply to the obligations under the Debt Securities and the Indenture.

 

Section 3 Ratification and Effect.

 

Except as expressly amended by this Second Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all of the terms, provisions, and conditions thereof shall be and remain in full force and effect. Upon and after the Effective Time, the Indenture shall be supplemented in accordance herewith, this Second Supplemental Indenture shall form a part of the Indenture for all purposes, each reference in the Indenture and the Debt Securities to the Indenture shall mean and be a reference to the Indenture as amended hereby, and each reference in the Indenture and the Debt Securities to EnLink Midstream, LLC or the Company shall mean and be a reference to Elk Merger Sub II, L.L.C., as the Successor Company.

 

Section 4 Governing Law.

 

THIS SECOND SUPPLEMENTAL INDENTURE FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO AND TO BE PERFORMED IN SUCH STATE.

 

Section 5 The Trustee.

 

The recitals in this Second Supplemental Indenture shall be taken as the statements of the New Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this Second Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any execution, modification, amendment, supplement, or confirmation to any document is necessary to implement the provisions of this Second Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the Indenture in a form reasonably satisfactory to the Trustee. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

 

 

Section 6 Conflicts.

 

To the extent of any inconsistency between the terms of the Indenture or the Debt Securities and this Second Supplemental Indenture, the terms of this Second Supplemental Indenture will control. If and to the extent any provision of this Second Supplemental Indenture limits, qualifies, or conflicts with any other provision of this Second Supplemental Indenture that is required to be included in this Second Supplemental Indenture or is deemed applicable to the Indenture by virtue of the provisions of the TIA, such required provision shall control.

 

Section 7 Miscellaneous.

 

This Second Supplemental Indenture and the First Supplemental Indenture constitute the entire agreement of the parties hereto with respect to the amendments to the Base Indenture set forth herein. All covenants and agreements in this Second Supplemental Indenture given by the parties hereto shall bind their successors. In case any provision in this Second Supplemental Indenture shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. The section headings are for convenience only and shall not affect the construction hereof.

 

SECTION 8 Counterparts.

 

This Second Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or endorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

 

Signature page follows.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

 

	ISSUER:
	ELK MERGER SUB II, L.L.C.
	By:	/s/ Walter S. Hulse III
		Name:	Walter S. Hulse III
		Title:	Chief Financial Officer
	GUARANTOR:
	ENLINK MIDSTREAM PARTNERS, LP
	By:	EnLink Midstream GP, LLC,
	its General Partner
	By:	/s/ Walter S. Hulse III
		Name:	Walter S. Hulse III
		Title:	Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations and Corporate Development

 

[Signature Page to Second Supplemental Indenture – 5.375% Senior Notes due 2029]

 

 

	TRUSTEE:
	COMPUTERSHARE TRUST COMPANY, N.A.,
	as Trustee
	By:	/s/ Erika Mullen
	Name:	Erika Mullen
	Title:	Vice President

 

[Signature Page to Second Supplemental Indenture – 5.375% Senior Notes due 2029]

 

  

 

Exhibit 4.3

 

 

 

 

 

ENLINK MIDSTREAM, LLC,

 

as Issuer,

 

ENLINK MIDSTREAM PARTNERS, LP,

 

as Guarantor, and

 

COMPUTERSHARE TRUST COMPANY, N.A.,

 

as Trustee

 

FIRST SUPPLEMENTAL INDENTURE

 

Dated as of January 31, 2025

to

Indenture dated as of August 31, 2022

 

6.500% Senior Notes due 2030

 

 

 

 

 

 

 

Table of Contents

 

		Page
Section 1 Capitalized Terms.		2
Section 2 Assumption; Succession.		2
Section 3 Ratification and Effect.		2
Section 4 Governing Law.		2
Section 5 The Trustee.		2
Section 6 Conflicts.		3
Section 7 Miscellaneous.		3
Section 8 Counterparts.		3

 

 

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 31, 2025 (this “First Supplemental Indenture”), is among Elk Merger Sub II, L.L.C., a Delaware limited liability company (the “New Issuer”) and a direct, wholly-owned subsidiary of ONEOK (as defined below), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Guarantor”), and Computershare Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

 

RECITALS

 

WHEREAS, EnLink Midstream, LLC, a Delaware limited liability company (the “Old Issuer”), the Guarantor, and the Trustee have entered into that certain Indenture, dated as of August 31, 2022 (the “Indenture”), pursuant to which the Old Issuer has issued its 6.500% Senior Notes due 2030 (the “Notes”);

 

WHEREAS, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., an Oklahoma corporation (“ONEOK”), Elk Merger Sub I, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of ONEOK (“Merger Sub”), the New Issuer, the Old Issuer, and EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of the Old Issuer, (i) on the date hereof, Merger Sub is being merged with and into the Old Issuer (the “First Merger”), with the Old Issuer surviving the First Merger as the surviving Delaware limited liability company and (ii) promptly following the First Merger, but in any event on the same day as the First Merger and as part of the same overall transaction as the First Merger, at the effective time of the Second Merger (as defined below), the Old Issuer, as the surviving entity in the First Merger, is being merged with and into the New Issuer (the “Second Merger”), with the New Issuer surviving the Second Merger as the surviving Delaware limited liability company;

 

WHEREAS, in accordance with Section 9.01(a) of the Indenture, the Indenture may be supplemented without the consent of the Holders of any of the Notes to provide for the assumption by a Successor Company of the covenants, agreements, and obligations of the Company under the Indenture and the Notes, pursuant to Article X of the Indenture;

 

WHEREAS, Section 10.02 of the Indenture provides that in the case of any transaction in accordance with Section 10.01 of the Indenture, and upon such assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for the Old Issuer with the same effect as if the New Issuer had been named as the “Company” in the Indenture;

 

WHEREAS, in accordance with Section 10.01 of the Indenture, (i) the New Issuer is delivering this First Supplemental Indenture to expressly assume all the obligations of the Old Issuer under the Indenture and the Notes and (ii) the Guarantor is delivering this First Supplemental Indenture to expressly confirm that its Guarantee shall continue to apply to the obligations under the Notes and the Indenture;

 

WHEREAS, the Old Issuer, has delivered or is delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel required by Sections 9.03, 10.01 and 13.05 of the Indenture; and

 

 

WHEREAS, all requirements necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects.

 

NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this First Supplemental Indenture, and the New Issuer and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes, as follows:

 

Section 1 Capitalized Terms.

 

Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.

 

Section 2 Assumption; Succession; Guarantee.

 

Effective upon the consummation of the Second Merger (the “Effective Time”), (i) the New Issuer hereby expressly assumes all the obligations of the Old Issuer under the Indenture and the Notes, as if the New Issuer had been named in the Indenture as the “Company” and (ii) the Guarantor hereby expressly confirms that its Guarantee shall continue to apply to the obligations under the Notes and the Indenture.

 

Section 3 Ratification and Effect.

 

Except as expressly amended by this First Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all of the terms, provisions, and conditions thereof shall be and remain in full force and effect. Upon and after the Effective Time, the Indenture shall be supplemented in accordance herewith, this First Supplemental Indenture shall form a part of the Indenture for all purposes, each reference in the Indenture and the Notes to the Indenture shall mean and be a reference to the Indenture as amended hereby, and each reference in the Indenture and the Notes to EnLink Midstream, LLC or the Company shall mean and be a reference to Elk Merger Sub II, L.L.C., as the Successor Company.

 

Section 4 Governing Law.

 

THIS FIRST SUPPLEMENTAL INDENTURE FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO AND TO BE PERFORMED IN SUCH STATE.

 

Section 5 The Trustee.

 

The recitals in this First Supplemental Indenture shall be taken as the statements of the New Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this First Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any execution, modification, amendment, supplement, or confirmation to any document is necessary to implement the provisions of this First Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the Indenture in a form reasonably satisfactory to the Trustee. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this First Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

 

 

Section 6 Conflicts.

 

To the extent of any inconsistency between the terms of the Indenture or the Notes and this First Supplemental Indenture, the terms of this First Supplemental Indenture will control.

 

Section 7 Miscellaneous.

 

This First Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth herein. All covenants and agreements in this First Supplemental Indenture given by the parties hereto shall bind their successors. In case any provision in this First Supplemental Indenture shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. The section headings are for convenience only and shall not affect the construction hereof.

 

Section 8 Counterparts.

 

This First Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or endorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

 

Signature page follows.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.

 

	ISSUER:
	ELK MERGER SUB II, L.L.C.
	By:	/s/ Walter S. Hulse III
		Name:	Walter S. Hulse III
		Title:	Chief Financial Officer
	GUARANTOR:
	ENLINK MIDSTREAM PARTNERS, LP
	By:	EnLink Midstream GP, LLC,
		its General Partner
	By:	/s/ Walter S. Hulse III
		Name:	Walter S. Hulse III
		Title:	Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations and Corporate Development

 

[Signature Page to First Supplemental Indenture – 6.500% Senior Notes due 2030]

  

 

	TRUSTEE:
	COMPUTERSHARE TRUST COMPANY, N.A.,
	as Trustee
	By:	/s/ Erika Mullen
		Name:	Erika Mullen
		Title:	Vice President

 

[Signature Page to First Supplemental Indenture – 6.500% Senior Notes due 2030]

 

 

 

Exhibit 4.4

 

 

 

 

 

ENLINK MIDSTREAM, LLC,

 

as Issuer,

 

ENLINK MIDSTREAM PARTNERS, LP,

 

as Guarantor, and

 

COMPUTERSHARE TRUST COMPANY, N.A.,

 

as Trustee

 

SECOND SUPPLEMENTAL INDENTURE

 

Dated as of January 31, 2025

to 

Indenture dated as of August 15, 2024

 

5.650% Senior Notes due 2034

 

 

 

 

  

 

 

Table of Contents

 

		Page
Section 1	Capitalized Terms.	2
Section 2	Assumption; Succession.	2
Section 3	Ratification and Effect.	2
Section 4	Governing Law.	2
Section 5	The Trustee.	2
Section 6	Conflicts.	3
Section 7	Miscellaneous.	3
Section 8	Counterparts.	3

 

 

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 31, 2025 (this “Second Supplemental Indenture”), is among Elk Merger Sub II, L.L.C., a Delaware limited liability company (the “New Issuer”) and a direct, wholly-owned subsidiary of ONEOK (as defined below), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Guarantor”), and Computershare Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

 

RECITALS

 

WHEREAS, EnLink Midstream, LLC, a Delaware limited liability company (the “Old Issuer”), the Guarantor, and the Trustee have entered into that certain Indenture, dated as of August 15, 2024 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of August 15, 2024, among the Old Issuer, the Guarantor, and the Trustee (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), pursuant to which the Old Issuer has issued its 5.650% Senior Notes due 2034 (the “Debt Securities”);

 

WHEREAS, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., an Oklahoma corporation (“ONEOK”), Elk Merger Sub I, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of ONEOK (“Merger Sub”), the New Issuer, the Old Issuer, and EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of the Old Issuer, (i) on the date hereof, Merger Sub is being merged with and into the Old Issuer (the “First Merger”), with the Old Issuer surviving the First Merger as the surviving Delaware limited liability company and (ii) promptly following the First Merger, but in any event on the same day as the First Merger and as part of the same overall transaction as the First Merger, at the effective time of the Second Merger (as defined below), the Old Issuer, as the surviving entity in the First Merger, is being merged with and into the New Issuer (the “Second Merger”), with the New Issuer surviving the Second Merger as the surviving Delaware limited liability company;

 

WHEREAS, in accordance with Section 9.01(a) of the Base Indenture, the Base Indenture may be supplemented without the consent of the Holders of any of the Debt Securities (which shall conform to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”) as in force at the date of the execution thereof) to provide for the assumption by a Successor Company of the covenants, agreements, and obligations of the Company under the Indenture and the Debt Securities pursuant to Article X of the Base Indenture;

 

WHEREAS, Section 10.02 of the Base Indenture provides that in the case of any transaction in accordance with Section 10.01 of the Base Indenture, and upon such assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for the Old Issuer with the same effect as if the New Issuer had been named as the “Company” in the Indenture;

 

WHEREAS, in accordance with Section 10.01 of the Base Indenture, (i) the New Issuer is delivering this Second Supplemental Indenture to expressly assume all the obligations of the Old Issuer under the Indenture and the Debt Securities according to their tenor and (ii) the Guarantor is delivering this Second Supplemental Indenture to expressly confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and the Indenture;

 

 

WHEREAS, the Old Issuer, has delivered or is delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel required by Sections 9.03, 10.01 and 13.05 of the Base Indenture; and

 

WHEREAS, all requirements necessary to make this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.

 

NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Second Supplemental Indenture, and the New Issuer and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of the Debt Securities, as follows:

 

Section 1 Capitalized Terms.

 

Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.

 

Section 2 Assumption; Succession; Guarantee.

 

Effective upon the consummation of the Second Merger (the “Effective Time”), (i) the New Issuer hereby expressly assumes all the obligations of the Old Issuer under the Indenture and the Debt Securities according to their tenor, as if the New Issuer had been named in the Indenture as the “Company” and (ii) the Guarantor hereby expressly confirms that its Guarantee shall continue to apply to the obligations under the Debt Securities and the Indenture.

 

Section 3 Ratification and Effect.

 

Except as expressly amended by this Second Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all of the terms, provisions, and conditions thereof shall be and remain in full force and effect. Upon and after the Effective Time, the Indenture shall be supplemented in accordance herewith, this Second Supplemental Indenture shall form a part of the Indenture for all purposes, each reference in the Indenture and the Debt Securities to the Indenture shall mean and be a reference to the Indenture as amended hereby, and each reference in the Indenture and the Debt Securities to EnLink Midstream, LLC or the Company shall mean and be a reference to Elk Merger Sub II, L.L.C., as the Successor Company.

 

Section 4 Governing Law.

 

THIS SECOND SUPPLEMENTAL INDENTURE FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO AND TO BE PERFORMED IN SUCH STATE.

 

Section 5 The Trustee.

 

The recitals in this Second Supplemental Indenture shall be taken as the statements of the New Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this Second Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any execution, modification, amendment, supplement, or confirmation to any document is necessary to implement the provisions of this Second Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the Indenture in a form reasonably satisfactory to the Trustee. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

 

 

Section 6 Conflicts.

 

To the extent of any inconsistency between the terms of the Indenture or the Debt Securities and this Second Supplemental Indenture, the terms of this Second Supplemental Indenture will control. If and to the extent any provision of this Second Supplemental Indenture limits, qualifies, or conflicts with any other provision of this Second Supplemental Indenture that is required to be included in this Second Supplemental Indenture or is deemed applicable to the Indenture by virtue of the provisions of the TIA, such required provision shall control.

 

Section 7 Miscellaneous.

 

This Second Supplemental Indenture and the First Supplemental Indenture constitute the entire agreement of the parties hereto with respect to the amendments to the Base Indenture set forth herein. All covenants and agreements in this Second Supplemental Indenture given by the parties hereto shall bind their successors. In case any provision in this Second Supplemental Indenture shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. The section headings are for convenience only and shall not affect the construction hereof.

 

SECTION 8 Counterparts.

 

This Second Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or endorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

 

Signature page follows.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

 

	ISSUER:
	ELK MERGER SUB II, L.L.C.
	By:	/s/ Walter S. Hulse III
		Name:	Walter S. Hulse III
		Title:	Chief Financial Officer
	GUARANTOR:
	ENLINK MIDSTREAM PARTNERS, LP
	By:	EnLink Midstream GP, LLC,
	its General Partner
	By:	/s/ Walter S. Hulse III
		Name:	Walter S. Hulse III
		Title:	Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations and Corporate Development

 

[Signature Page to Second Supplemental Indenture – 5.650% Senior Notes due 2034]

 

 

	TRUSTEE:
	COMPUTERSHARE TRUST COMPANY, N.A.,
	as Trustee
	By:	/s/ Erika Mullen
	Name:	Erika Mullen
	Title:	Vice President

 

[Signature Page to Second Supplemental Indenture – 5.650% Senior Notes due 2034]

 

  

 

v3.24.4

Cover	Jan. 31, 2025
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-36336
Entity Registrant Name	EnLink Midstream, LLC
Entity Central Index Key	0001592000
Entity Tax Identification Number	46-4108528
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 West fifth street
Entity Address, City or Town	TULSA
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74172
City Area Code	918
Local Phone Number	588-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units Representing Limited Liability Company Interests
Trading Symbol	ENLC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	1722 ROUTH STREET
Entity Address, Address Line Two	SUITE 1300
Entity Address, City or Town	DALLAS
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
Entity Information, Former Legal or Registered Name	EnLink Midstream, LLC

---