ONEOK Announces $9B Investment and Transaction with Apollo Affiliate

What Happened
ONEOK, Inc. filed an 8-K reporting that on August 28, 2026 it and certain subsidiaries entered into a Contribution Agreement with AP Falcon Holdings LLC (an affiliate of Apollo Global Management). Under the agreement the investor will contribute $9.0 billion in cash to ONEOK Holdings, L.L.C. for 900,000,000 newly created Class B units, Falcon TopCo will contribute 100% of the equity interests in ONEOK, L.L.C. in exchange for roughly 6.023 billion Class A units, and Holdings will contribute $9.0 billion to ONEOK, L.L.C. The filing also notes press releases (Aug. 30, 2026) announcing the Contribution Agreement, the related acquisition and the commencement of tender offers.

Key Details

• Date executed: August 28, 2026; Closing contemplated on the later of (a) first business day after conditions are met or (b) September 10, 2026. Press releases issued Aug. 30, 2026.
• Investment: Investor to contribute $9.0 billion for 900,000,000 Class B Units; Falcon TopCo receives ~6,023,076,923 Class A Units.
• Use of proceeds: ONEOK expects investor contribution proceeds to be used for the acquisition and to extinguish approximately $5 billion of outstanding indebtedness of ONEOK and subsidiaries.
• Governance & economic terms: Holdings’ board (three managers) appointed by Class A member; quarterly distributions subject to board discretion with specified allocations to Class B during an Initial Period (15%–20% of consolidated cash flow from operations) and fixed quarterly Class B amounts in the Base Capital Period ($3.25M per quarter initially, rising later). Initial Base Return on Class B units is 7.01% per annum with scheduled increases. Buyout, conversion, transfer restrictions, standstill and material-breach redemption rights are included.

Why It Matters
This transaction brings a large private-equity cash investment ($9B) and creates a new capital and ownership structure for ONEOK that is intended to fund an acquisition and reduce about $5B of debt. Investors should note the new distribution mechanics, investor protections (buyout/convert rights, standstill) and that the deal requires customary closing conditions and a planned reorganization. The terms could affect ONEOK’s capital structure, distribution policy and governance going forward; the Contribution Agreement and form Operating Agreement are filed as exhibits for detail.