Form 8-K · Current report
Oneok 8-K, filed Aug 31, 2026
- Filed
- CIK
- 0001039684
- Accession no.
- 0001193125-26-377023
Summary
ONEOK entered into a contribution agreement with Falcon TopCo, ONEOK Holdings, and AP Falcon Holdings LLC, an Apollo Global Management affiliate, under which the Apollo affiliate would contribute $9 billion of cash for 900 million Class B Units in ONEOK Holdings, and ONEOK, L.L.C. would be contributed to Holdings for about 6.02 billion Class A Units. The transaction's proceeds are intended to fund an acquisition and repay roughly $5 billion of ONEOK debt, with closing targeted for on or after September 10, 2026, subject to conditions.
Key points
- AP Falcon Holdings LLC would receive 900,000,000 Class B Units in ONEOK Holdings for its $9 billion cash contribution.
- Falcon TopCo would contribute 100% of the equity interests of ONEOK, L.L.C. to ONEOK Holdings for 6,023,076,923 Class A Units.
- ONEOK Holdings would contribute $9 billion of cash to ONEOK, L.L.C., and the proceeds are intended for an acquisition and the extinguishment of approximately $5 billion of ONEOK debt.
- The closing is subject to customary conditions and is contemplated for the later of the first business day after all conditions are satisfied or September 10, 2026.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 3.02Unregistered Sales of Equity Securities
- 7.01Regulation FD Disclosure
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01 Entry into a Material Definitive Agreement. On August 28, 2026, ONEOK, Inc. (“ONEOK”), Falcon TopCo, Inc. (“Falcon TopCo”), a direct wholly owned subsidiary of ONEOK, ONEOK Holdings, L.L.C. (“Holdings” and together with ONEOK and Falcon TopCo, the “ONEOK Parties”), an indirect wholly owned subsidiary of ONEOK, and AP Falcon Holdings LLC, a Delaware limited liability company and an affiliate of Apollo Global Management, Inc. (“Investor” and together with the ONEOK Parties, the “Parties”), entered into a contribution agreement (the “Contribution Agreement” and the transactions contemplated thereby, the “Transaction”). …
An excerpt of the text as filed with the SEC, cut for length.
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