ONEOK, Inc. (OKE) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome. I'm Julie Edwards, Board Chair of ONEOK, Inc., and it is my pleasure to welcome you to the ONEOK Special Meeting of Shareholders. We greatly value your participation. It is now 9:00 a.m. Central Time on September 21, 2023, and I call this meeting to order. It is our intention to conduct today's meeting according to the agenda and rules and procedures posted on the virtual meeting website. Please note that during the formal meeting, there will be an opportunity for you to submit questions online via the meeting site. Following adjournment of the formal meeting, there will be a question-and-answer session. Though we may not be able to respond to every question, we will do our best to respond to as many as possible. The polls will be open for voting after all the proposals have been presented. Please note that meeting attendees are not permitted to use any recording device during our meeting. I'll remind you that statements made during our special meeting that include ONEOK expectations or predictions should be considered forward-looking statements and are covered by the safe harbor provision of the Securities Act of 1933 and the Securities and Exchange Act of 1934. Actual results could differ materially from those projected in any forward-looking statements. For a discussion of factors that could cause actual results to differ, please refer to our SEC filings. Before proceeding to the business of the meeting, let me introduce your Board. Derksen, retired Deputy Chief Executive Officer of Deloitte U.S., Dallas, Texas; Mark Helderman, retired Managing Director and Co-Portfolio Manager of Sasco Capital, Inc., Westlake, Ohio; Randy Larson, retired Chief Executive Officer of TransMontaigne Partners, LP, Tucson, Arizona; Steve Malcolm, retired Chairman of the Board, President and Chief Executive Officer of the Williams Companies, Inc., Tulsa, Oklahoma; Jim Mogg, retired Chairman of the Board of DCP Midstream GP, LLC, Hydro, Oklahoma; Pattye Moore, retired Chairman of the Board of Red Robin Gourmet Burgers and former President, Sonic Corporation, Broken Arrow, Oklahoma; Pierce Norton, President and Chief Executive Officer, ONEOK Inc.; Eddie Rodriguez, President, Strategic Communications Consulting Group, El Paso, Texas; and Gerald Smith, Chairman and Chief Executive Officer of Smith, Graham & Company, Houston, Texas. On behalf of all ONEOK of shareholders, I thank you for your service on the Board. Patrick Cipolla, Vice President, Associate General Counsel, Compliance and Ethics and Corporate Secretary of ONEOK, Inc. will serve as Secretary for this meeting. Bethany Peterson, Officer, Relationship Manager of EQ U.S. Shareowner Services, our independent stock transfer agent, has been appointed as Inspector of Election for this meeting. She will execute the duties of such process with strict impartiality and according to the best of her ability, record a vote of the ONEOK shareholders and [indiscernible]. Mr. Cipolla will now report on mailing of the notice of this meeting and the presence of the quorum.

Thank you, Madam Chair. Notice of this meeting accompanied by a proxy statement covering the matters to be acted upon at this meeting and proxy card were first mailed on July 25, 2023, to each shareholder of record as of July 24, 2023. A list of shareholders entitled to notice of and to vote at this meeting has been available for viewing at corporate headquarters for the past 10 days and is available for viewing by appointment. At the record date, 447,674,091 share of ONEOK common stock were issued and outstanding. We are informed by the Inspector of Election that the count of shares immediately prior to this meeting shows that a majority of the shares of ONEOK common stock outstanding at the record date are represented at this meeting in person or by proxy. Madam Chair, a quorum is therefore present.

Thank you, Mr. Cipolla. I hereby declare a quorum is present and that this meeting is duly convened for the purpose of conducting such business as may properly come before it. On behalf of the Board of Directors of ONEOK, I express my appreciation to all shareholders participating today and all shareholders who returned their proxies. At today's meeting, we are asking our shareholders to vote on the following 2 proposals. Proposal #1 is the approval of issuance of shares of ONEOK common stock referred to as the stock issuance proposal pursuant to the agreement and plan of merger dated as of May 14, 2023, by and among ONEOK Inc., Otter Merger Sub, LLC, and Magellan Midstream Partners, LP, as it may be a [ message ] from time to time. Proposal #2 is the approval of the adjournment of the ONEOK special meeting, if necessary or appropriate, to solicit additional votes for shareholders if there are not sufficient vote to adopt the stock issuance proposal. I now move for shareholder approval of these 2 proposals. The polls are now open. I would like to point out that those of you who have previously returned proxies have authorized the persons named in the proxy to vote your shares as instructed on all proposals coming before the meeting, and you do not need to take any further action. If any shareholder has not submitted a proxy or wishes to revoke a previously voted proxy and recast their vote, you may do so by clicking on the voting button on the meeting website and follow the instructions. We will pause briefly to allow you to do so. While we are paused you will hear silence on the line and then we will continue. [Voting]

Since all shareholders have now had the opportunity to vote, I declare the polls closed. The inspector of election will now count the vote. While she is doing so, our CEO, Pierce Norton, will address the meeting.

Thank you, Madam Chair, and good morning, everyone. Today marks another important milestone toward completing our acquisition of Magellan Midstream Partners. And moving forward, as a more diversified and a resilient company with many opportunities ahead. This acquisition combines 2 premier energy infrastructure companies, providing a compelling long-term value proposition with added scope, scale and synergy opportunities. It also provides immediate financial benefits, including significant cost, operational and tax synergies, further strengthening our financial position going forward and adding assets that generate significant free cash flow. These assets refined products in crude oil transmission will further diversify ONEOK's cash flow as well, improving the resiliency of our business and providing new growth avenues. Importantly, our commitment to returning value to shareholders remains. As a combined company, we will continue to execute on high-return organic growth projects maintain our strong balance sheet, pay an attractive dividend and be intentional and disciplined with future growth opportunities. Our employee workforces share a commitment of a culture of safe allowable its sustainable operations and involvement in the communities where we work and live. Together, we look forward to building on all the -- both companies have accomplished. There are many people to thank for helping to get us where we are today, including the ONEOK and Magellan Boards of Directors for your thorough analysis, guidance and support through the process. Aaron Milford, CEO, Magellan Midstream Partners and the Magellan management team for their work to help communicate the value of this transaction to all of our stakeholders. Both ONEOK and Magellan employees who continue to focus on our customers and daily operations while also being instrumental in moving this acquisition forward. And finally, thank you to our shareholders for your continued support and investment. We see tremendous value for ONEOK shareholders and Magellan unit holders in becoming part of a leading North American diversified infrastructure company and we are excited about our future. Madam Chairman, that concludes my remarks.

Thank you, Pierce. Mr. Cipolla, will you please report on the results of the voting?

Madam Chair, we've been provided the preliminary report of the Inspector of Election as follows: Proposals 1 and 2 have been approved by the required vote of the ONEOK of shareholders.

Thank you, Mr. Cipolla. Because no one has submitted any additional business for this meeting in accordance with the provisions of our bylaws, there is no other business to come before this meeting. I once again express my sincere appreciation to those shareholders who attended this meeting and to those who submitted their proxies prior to the meeting. I declare the special meeting of shareholders concluded. We are now ready for any shareholder plans that have not been previously addressed in Mr. Norton's remarks or are not disclosed in our public documents. Seeing that there are no questions, that concludes the Q&A session. Thank you again for attending and for your investment in ONEOK. Operator, you may disconnect.