Good morning, and welcome to ONEOK's call on the recently announced Brazos Midland acquisition and minority equity investment. As a reminder, this call is being recorded. Today's call will be 30 minutes in duration. If you would like to participate in the question-and-answer session following the speaker's opening remarks, simply press star one on your telephone keypad. At this time, I would like to turn the conference over to Megan Patterson, Vice President, Investor Relations. Megan, please go ahead.
Yep. Thank you, Taryn. Good morning, everyone, and thank you for joining today's 30-minute call. Along with last night's announcements, we provided a presentation deck with additional information. That is available on our website. After our prepared remarks, management will be available to take your questions. Statements made during this call that might include ONEOK's expectations or predictions should be considered forward-looking statements and are covered by the safe harbor provision of the Securities Act of 1933 and 1934. Actual results could differ materially from those projected in forward-looking statements. For a discussion of factors that could cause actual results to differ, please refer to our SEC filings. With that, I'll turn the call over to Pierce Norton, President and Chief Executive Officer.
Thank you, Megan, and good morning, everyone, and thank you for joining us. On our call is Walt Hulse, the Chief Financial Officer; Randy Lentz, Chief Operating Officer; and Sheridan Swords, Chief Commercial Officer, are also available to take questions. Yesterday, we announced two transactions that significantly strengthen ONEOK. These announcements included a definitive agreement to acquire Brazos Midstream's Permian Midland Basin natural gas gathering and processing assets for $4.425 billion and a $9 billion minority equity investment from Apollo that will fund the acquisition and be used to extinguish approximately $5 billion of debt, lowering our debt-to-EBITDA to 3.25x. Our strategic rationale is straightforward: acquire a premium, complementary Permian Midland Basin growth platform, growth that feeds and fills ONEOK's continuously integrated system, accelerate earnings and free cash flow per share, and strengthen the balance sheet without issuing common equity. These transactions begin creating value day one.
The acquisition is expected to be immediately accretive to earnings and free cash flow per share. It also increases momentum for the high end of our mid to high single-digit adjusted EBITDA growth target over the next five to seven years. The approximately 7.5x 2027 EBITDA acquisition multiple includes approximately $80 million of full-year synergies. By 2028, expected significant Brazos growth and additional integration benefits have reduced the multiple to approximately 6x . This is a decisive step in the strategy that we have executed for years, building scale in the most attractive producing regions and connecting that supply to ONEOK's integrated system to drive long-term shareholder value.
The Brazos assets provide an additional high-quality position in the core of the Permian Midland Basin, supported by approximately 600,000 dedicated acreage, leading producers, 14 active drilling rigs, and long-term fixed-fee contracts with weighted average remaining term of more than 12 years. This is contracted growth that creates exceptional visibility. Following completion of the Cassidy II plant, expected in the third quarter of 2027, Brazos will have approximately 1.2 Bcf/d of processing capacity and 700 mi of gathering infrastructure. These high-growth assets give ONEOK immediate scale, elevating our gathering and processing capacity position to the third largest in the Midland Basin and provide a long runway of identified expansion opportunities in one of North America's most economic and attractive resource plays. The combination of quality, visibility, and growth is difficult to replicate. It is also important to recognize that Brazos builds on a position of strength.
ONEOK already operates nearly 1.8 Bcf/d of natural gas processing capacity in the Permian Basin with more than 1 Bcf/d of processing capacity and approximately 1,200 mi of gathering infrastructure across the Midland Basin specifically. Earlier this year, we relocated the 150 MMcf/d Shadowfax plant into the Midland, further demonstrating our confidence in the basin's long-term growth outlook. ONEOK is uniquely positioned to maximize the value of these assets through our fully integrated value chain. We operate an extensive energy infrastructure system that spans from the Canadian border to the Gulf Coast, connecting gathering, processing, transportation, fractionation, storage, and export capabilities across multiple commodities. Brazos volumes connect directly into that system.
Natural gas and NGL production gathered and processed in the Midland can move through our West Texas NGL pipeline into our fractionation assets and ultimately to our Gulf Coast export facility as it comes online. We are not acquiring a standalone earnings stream. We are securing high-growth supply that can drive utilization and value creation across infrastructure throughout our system for years to come. Together, ONEOK and Brazos create one of the Midland Basin's largest integrated natural gas gathering and processing systems, w ith the transaction more than doubling our Midland Basin processing capacity to approximately 2.3 Bcf/d, including plants under construction. The combined footprint gives us greater commercial reach, operating flexibility, and future development opportunities. We can optimize capacity across systems, connect more volumes to downstream infrastructure already in place, and deploy capital more efficiently across a larger platform.
To support the next phase of producer growth, we have secured two additional processing plants that we can locate as needed once a final investment decision has been reached. This is another example of our disciplined and intentional approach to M&A, and we are equally deliberate in how we finance the transactions. We had two clear objectives: fund the acquisition without issuing common equity and diluting shareholders, continue accelerating our deleveraging trajectory and maintain our financial flexibility. Minority equity investment from Apollo accomplishes both. It funds the acquisition, supports our balance sheet objectives, and preserves future value creation above Apollo's cap return on ONEOK's common equity shareholders. Just as importantly, it also allows us to acquire a premier Midland Basin Permian platform while improving leverage to approximately 3.25x, well below our previously stated long-term target.
That stronger balance sheet positions ONEOK to fund our organic growth project backlog and accelerates flexibility for increasing capital returns over time, including potential dividend increases and share buybacks. I'll now turn the call over to Walt to discuss the financial aspects of the transactions in more detail. Walt?
Thank you, Pierce. Let's start with an overview of the financing transaction. Funds and affiliates managed by Apollo will invest $9 billion in exchange for a non-voting Class B interest in the newly formed holding company that will sit below ONEOK and owns the operating company that holds all of ONEOK's assets. ONEOK will retain the Class A interest, and all the existing indebtedness will remain with the assets at the operating company. Many companies in the midstream space and other industries broadly have used variations of this insurance capital structure. However, to date, those capital raises have been done at the asset level. Our financing is the first to utilize this type of financing vehicle to raise non-dilutive equity capital at the corporate level.
The major difference between our transaction and the ones done previously by other companies is that the previous deals were done with a first call on the cash flow of an asset, and as such, are structurally senior to all existing company debt. Our transaction is the exact opposite. We have created another funding entity above the operating entity, so all of our senior notes and other debt remains at the entity with the operating assets. The equity financing we did is structurally subordinate to all of our other existing debt. By paying down debt at the operating entity and funding that debt repayment by raising equity capital one level up at a holding entity, we have materially improved the credit profile of our operating entity, where all existing senior notes and other indebtedness remains.
The Class B interest is expected to receive quarterly distributions equal to 15% of cash flow from operations, and its return is capped at a 7% internal rate of return for the first nine years of the investment. The cap is critical. The investors in the Class B units do not participate in Brazos growth, ONEOK's existing growth portfolio, or future value creation. All value creation above the cap return belongs to ONEOK's existing common equity shareholders. The structure we utilized is also self-amortizing. Cash distributions above the amount required to earn the cap return reduce the Class B capital account balance. As that balance declines, more of ONEOK's economic value accrues to common shareholders. Economically, this functions much like a built-in share repurchase program.
Every dollar distributed above the capped return permanently retires a portion of the outside capital account at a price we already know, and that value accrues to every common shareholder. The difference is that it requires no market timing, no incremental cash beyond what the business is already generating, and it happens automatically throughout the life of the investment. We can accelerate the Class B capital reduction by electing to increase the Class B distribution for any quarter from 15% to as much as 20% of cash flow from operations. Beginning on the eighth anniversary of closing, or sooner if the Class B capital account reaches a balance of $200 million, ONEOK has the unilateral option to acquire the remaining Class B interest. We expect the Class B capital balance to have declined substantially by the eighth anniversary of closing.
The Class B interest is non-voting, has no board representation, has no liquidation preference, and is structurally subordinate to all ONEOK senior debt. Importantly, we have reviewed the structure in advance with all three credit rating agencies, each of which views the transaction as credit enhancing. Early this morning, Fitch placed ONEOK's ratings on credit watch positive and stated that Fitch will resolve the rating watch positive with a one-notch upgrade to BBB+ upon closing of the minority investment and debt paydown. We expect these both to be complete by September 20. Fitch also stated that they treat the minority investment as equity. Under GAAP, the capital we raised is recorded as permanent equity as a non-controlling interest. To reiterate what Pierce mentioned earlier, we evaluated the full range of financing alternatives.
Incremental debt would not have advanced our deleveraging, and issuing common would have created permanent dilution and transferred a portion of our future growth to new shareholders. The minority equity investment is the only structure that funds the acquisition, accelerates deleveraging, and avoids common equity issuance and preserves the upside we are creating for existing ONEOK shareholders. In addition, to fund the acquisition, the proceeds from the minority equity investment will be used to extinguish $5 billion of debt through repayments, a tender offer, and make whole calls. Concurrent with the announcement of these transactions, we also announced in a separate release a tender offer for certain tranches of our senior notes. Because a number of the notes included in the tender currently trade well below par, the face amount of debt we retire will potentially exceed the cash we deploy by approximately $300 million.
We expect to record a modest gain on extinguishment. That gain is a one-time item, and it is excluded from the accretion figures we have discussed this morning. These actions immediately reduce our leverage below our previously stated 3.5x debt-to-EBITDA target. We expect our pro forma 2027 debt-to-EBITDA ratio to be approximately 3.25x . Going forward, we intend to maintain leverage around 3.25x debt-to-EBITDA or even lower over time. This lower leverage philosophy will give us the financial flexibility through business and commodity cycles and as organic and inorganic opportunities present themselves without stressing our balance sheet or reducing our flexibility to return capital to shareholders as appropriate. In one step, we are funding a highly accretive acquisition, exceeding our deleveraging objective, avoiding common equity issuance, and retaining the upside from growth we are creating.
No other financing alternative could achieve this full set of outcomes. From an accounting perspective, the investment will be recorded on the balance sheet in permanent equity as a non-controlling interest. On the income statement, approximately 7% of the investment remaining capital balance will be subtracted from net income to arrive at net income attributable to ONEOK. As quarterly distributions reduce the capital balance, the average balance across 2027 is expected to be meaningfully below $9 billion, and the charges step down every year as the balance amortizes. That declining charge is a source of earnings per share growth that is independent of EBITDA growth due to the built-in return of capital. Free cash flow per share will reflect cash available to ONEOK common shareholders after the Class B interest and after common dividends have been paid.
We know that this is a more conservative definition of free cash flow per share measure commonly used across our sector and is the basis for the accretion we've referenced earlier. At this time, we're maintaining our recently increased full 2026 financial guidance and will provide an additional update along with the third-quarter earnings in October. Looking ahead, the minority equity investment is expected to close in the first half of September, and the Brazos Midland acquisition is expected to close in the fourth quarter of 2026, subject to customary regulatory approvals and closing conditions. Pierce, I'll turn it back to you.
Thank you, Walt. The Brazos transaction strengthens our Permian position, expands our integrated system, accelerates earnings and free cash flow per share growth, and enhances our long-term growth outlook. We look forward to welcoming the Brazos employees that will be joining us upon close. The minority equity investment by Apollo also allows us to achieve those objectives while accelerating deleveraging, avoiding common equity dilution, and preserving the future upside for our shareholders. I want to thank the teams that worked on this acquisition for making it possible. And as always, I want to thank our more than 6,000 employees for what they do every day to move energy critical to our economy, national security, and the quality of our life. With that, operator, we're ready to take questions.
Thank you. If you would like to ask a question, please signal by pressing star one on your telephone keypad. If you are using a speakerphone, please make sure that your mute function is turned off to allow your signal to reach our equipment. We do ask that you limit yourself to one question to fit in as many of you as possible. Again, you may press star one to ask a question. We'll pause for just a moment to allow everyone an opportunity to signal. We'll take our first question from Gabe Daoud with Truist.
Thanks, operator. Morning, everyone. Congrats on executing this transaction. Was curious if we can maybe start with Brazos and maybe give a little bit more color around current volumes on the system, what's kind of underpinning the significant EBITDA growth in 2027 and 2028 from current levels. It does appear EBITDA expectations off of the capacity is a bit rich. Just kind of curious what's driving the assumptions around the Brazos ramp. Thank you.
Yeah, Gabe, this is Sheridan. What I would say from on the NGL side, we're receiving about 30,000 bbl/d from Brazos, and we expect that volume to reach an additional 120,000 bbl/d or up to 150,000 bbl/d by 2029. So, the volume on the system support that, and t oday, we're getting all the NGLs from that system.
But I think what is.
Okay.
Supporting that growth is you've got fantastic producers with about 14 rigs currently running on the acreage. Just recently, having added a major producer with a PDP that came on. As the plants come up here, they will fill very quickly. In fact, there are already offloads going on because the production's ahead of the construction. So, we see this filling very quickly and a growth profile that could grow about 20% a year from 2027 through for the next four years or so.
Okay, great. Thank you. That's helpful. Then, I guess just a quick follow-up around the structure. Pretty interesting piece of paper, but curious if you can maybe, again, compare and contrast some of the options that you have here and maybe, with the increase in balance sheet capacity, how that gives you some flexibility for return of capital or maybe even more M&A down the line. Again, just kind of curious with the 7% piece of paper, taking a 5% cost of debt, maybe why you view that as making sense at this point. Thank you.
Well, we think that operating with leverage at 3.25x or lower gives us an enormous amount of flexibility to take advantage of organic and inorganic growth opportunities without stressing the balance sheet. At the same time, as many of you have modeled, as we move forward here, we're producing an enormous amount of free cash flow that will allow us to return capital to our shareholders while we're pursuing these growth opportunities and g etting ourselves to the 3.25x quicker allows us the flexibility to do all of that sooner. We just think that, at this point in time and moving forward, having financial flexibility and keeping leverage lower is the right strategy.
Thanks, guys.
As a reminder, if you would like to join the queue, you may press star one on your telephone keypad now. We do ask that you limit yourself to one question, please, so that we can fit in as many of you as possible. We'll take our next question from Theresa Chen with Barclays.
Thank you for taking my question. Pierce, I wanted to go back to your earlier comment about the momentum to get to the high end of your mid to high single-digit EBITDA growth target over the next five to seven years. With the pro forma platform, how is ONEOK better equipped to win market share and/or grow in the Permian? Can you provide more details on the runway of the identified expansion opportunities you alluded to? Are they organic, inorganic? Any thoughts there?
I think it's three things, Theresa. Number one is scale. This acquisition significantly increases our scale to a very competitive position in the Midland Basin. That's number one. Number two, there's over 600,000 acres that's dedicated under this particular contract for long-term contracts, 12 years. Number three, it has an AMI associated with it, that as the producers that are there expand into other areas, then those expansions then get basically offered to us. So, it's the combination of those three things and the fact that when they overlay our existing assets, we're able to spend less capital, move more volume, and I really liked the way Brazos has built in additional capacity.
With a lot of these pipelines out there, that's going to really, really contribute to us moving way more volume out there than we could have in the past. I'd end by saying that these two companies can move more volume with less capital than they could apart.
Thank you.
Our next question comes from Praneeth Satish with Wells Fargo.
Thanks, guys. Good morning. Just on the acquisition economics, so 7.5x . I guess if you kind of work backwards and try to get to the implied gathering and processing fee, on our math, it is around $2/ MMBtu, which seems a little bit high, I guess, compared to others. Maybe if you could just unpack, I guess, what is behind that fee. Is that math, correct? And how does that fee expected to evolve as you ramp up volumes here?
Yeah. This is Sheridan. One thing, we do not want to break down the fee or tell you what the fee is, but what I would say is that it is at market rates. We have long-term contracts. We said 12 years. So, that fee is locked in for a period of time under our acreage dedication as we continue to grow. But we think we are in a competitive area with the services that Pierce talked about, how we have bigger pipe in the area for capacity for some constrained systems out there. We think we can grow our volumes even beyond what we are showing inside in this acquisition.
Got you. Just a point of clarification. So, in terms of the Y-grade volumes, I guess the ones that are coming out of the Sundance plants are moving on West Texas already. When you think about the synergies, is it Cassidy plants where potentially that could be incremental and come onto West Texas LPG? And then, I guess, just beyond transportation, what about on the frack side? How much of that is already being moved onto your systems? Just trying to understand the opportunities there on the commercial side. Thanks.
This is Sheridan. When I think about synergies on this system, first thing you need to think about is these two systems sit on top of each other in a lot of the areas. So, we are going to have a lot of capital synergies avoided, where, as Pierce said, we can do things much cheaper together than we could it be apart. We are able to utilize our existing capacity in the Midland during the short term, that we can move some of this offload volume onto there and some of the new growth volume as it comes on going forward. Then, obviously, there is going to be some operational synergies as well. So, not only are we going to see synergies on directing NGLs to our system, we are also going to see capital synergies and operational synergies.
Makes sense. Thank you.
We will move to our next question from Jeremy Tonet with JP Morgan.
Hi, good morning.
Morning.
Morning.
Just wanted to check, I guess, for the CapEx build-out for the processing plants, what have you, that you said. How much capital is left to spend there? Is that in the deal acquisition multiples you quote?
Yeah. This is Randy. The capital that we expect to spend in 2027 to finish Cassidy is about $130 million.
Yeah. And Jeremy, the 7.5x multiple does not include that $130 million.
Is there any in 2028 capital to get to that multiple in 2028?
There's very little. It'd be basically just a few bills that are rolling over, about $13 million probably coming in in 2028.
Got it. Thank you.
Our next question comes from Manav Gupta with UBS.
Good morning. I just wanted to go back to the option of buying back at the eighth anniversary. Slide 11 is very informative. I wish it had a Y-axis on it. Help us understand a little bit how you're thinking about the ability to execute the buyback at the end of eighth or 10th year, whenever you think it would be the best chance of closing that.
Well, I think the trajectory that we have in the presentation is illustrative, but I would say it's a pretty good picture of our expectation of how that will amortize. It's generally very close. That assumes that we're using 15% of cash flow. As many of you have modeled, pretty meaningful stock buybacks in the years 2028, 2029, 2030, as we're generating a significant free cash flow, w e have the ability to push that up to 20% in any quarter that we want to, for as many quarters as we choose. We'll look at that as another opportunity to return capital and increase the earnings power for the rest of the common equity. The ability that we lean into that a little bit, it'll be done potentially inside that eight-year window.
Thank you.
We'll take our last question from Keith Stanley with Wolfe Research.
Hi, good morning. I wanted to ask on the 3.25x pro forma leverage disclosure for next year. It seems a bit high to me. If you had $33 billion of debt at the end of Q2, you're paying down $5 billion with this deal, so that's $28 billion. If you divide by the 3.25x leverage, that's $8.6 billion of EBITDA next year with Brazos. Am I thinking about that right, or any major pieces I could be missing in that analysis?
Well, I think a lot of working capital has been going around with commodity prices here, so we might have just a little bit more debt than you are factoring in. But yeah, I think you should look at, we said approximately 3.25x, and we said that over time, we expect to maybe be under 3.25x. So, we think we are going to comfortably achieve that statistic and if things are going well, we may do better.
Okay. Thank you.
That concludes our question- and- answer session. I would now like to turn the call back over to Megan Patterson for closing remarks.
Yep. Thank you, Taryn. We are headed into employee meetings now, but the IR team will be available throughout the day for any follow-ups. Thank you all for joining, and have a great day.
That concludes today's call. You may now disconnect your lines at this time and have a wonderful day.