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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): September 11, 2023
MAGELLAN
MIDSTREAM PARTNERS, L.P.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
1-16335 |
|
73-1599053 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
One
Williams Center
Tulsa,
Oklahoma 74172
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code (918) 574-7000
(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:
| ☐ | 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)) |
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange
on Which Registered |
Common
Units |
|
MMP |
|
New
York Stock Exchange |
Item
8.01 Other Events.
As
previously announced, on May 14, 2023, Magellan Midstream Partners, L.P. (NYSE: MMP), a Delaware limited partnership (“Magellan”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ONEOK, Inc., an Oklahoma corporation (NYSE:
ONEOK) (“ONEOK”), and Otter Merger Sub, LLC, a Delaware limited liability company and a newly formed, wholly owned
subsidiary of ONEOK (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions of the Merger
Agreement, Merger Sub will merge with and into Magellan (the “Merger”), with Magellan continuing as the surviving
entity and a wholly owned subsidiary of ONEOK.
On
September 11, 2023, Magellan issued a press release announcing that its board of directors has declared a special cash distribution payable
on September 25, 2023 to unitholders of record at the close of business on September 21, 2023. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary
Statement Regarding Forward-Looking Statements
This
report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included
in this report that address activities, events or developments that ONEOK or Magellan expects, believes or anticipates will or may occur
in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,”
“expect,” “anticipate,” “potential,” “create,” “intend,” “could,”
“would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,”
“future,” “build,” “focus,” “continue,” “strive,” “allow” or
the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion
of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements
are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Merger, our ability
to generate sufficient free cash flow in excess of ordinary distributions during the four-month period commencing on May 14, 2023, the
expected closing of the Merger and the timing thereof and as adjusted descriptions of the post-transaction company and its operations,
strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies,
opportunities and anticipated future performance, including maintaining current ONEOK management, enhancements to investment-grade credit
profile, an expected accretion to earnings and free cash flow, dividend payments and potential share repurchases, increase in value of
tax attributes and expected impact on EBITDA. Information adjusted for the Merger should not be considered a forecast of future results.
There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements
included in this report. These include the risk that ONEOK’s and Magellan’s businesses will not be integrated successfully;
the risk that cost savings, synergies and growth from the Merger may not be fully realized or may take longer to realize than expected;
the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the possibility
that shareholders of ONEOK may not approve the issuance of new shares of ONEOK common stock in the Merger or that unitholders of Magellan
may not approve the Merger; the risk that a condition to closing of the Merger may not be satisfied, that either party may terminate
the Merger Agreement or that the closing of the Merger might be delayed or not occur at all; potential adverse reactions or changes to
business or employee relationships, including those resulting from the announcement or completion of the Merger; the occurrence of any
other event, change or other circumstances that could give rise to the termination of the Merger Agreement relating to the Merger; the
risk that changes in ONEOK’s capital structure and governance could have adverse effects on the market value of its securities;
the ability of ONEOK and Magellan to retain customers and retain and hire key personnel and maintain relationships with their suppliers
and customers and on ONEOK’s and Magellan’s operating results and business generally; the risk the Merger could distract
management from ongoing business operations or cause ONEOK and/or Magellan to incur substantial costs; the risk of any litigation relating
to the Merger; the risk that ONEOK may be unable to reduce expenses or access financing or liquidity; the impact of a pandemic, any related
economic downturn and any related substantial decline in commodity prices; the risk of changes in governmental regulations or enforcement
practices, especially with respect to environmental, health and safety matters; and other important factors that could cause actual results
to differ materially from those projected. All such factors are difficult to predict and are beyond ONEOK’s or Magellan’s
control, including those detailed in the joint proxy statement/prospectus (as defined below). All forward-looking statements are based
on assumptions that ONEOK and Magellan believe to be reasonable but that may not prove to be accurate. Any forward-looking statement
speaks only as of the date on which such statement is made, and neither ONEOK nor Magellan undertakes any obligation to correct or update
any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Important
Additional Information and Where to Find It
In
connection with the Merger, on July 25, 2023, ONEOK, Inc. and Magellan Midstream Partners, L.P. each filed with the Securities and Exchange
Commission (the “SEC”) a definitive joint proxy statement/prospectus (the “joint proxy statement/prospectus”),
and each party has and will file other documents regarding the Merger with the SEC. Each of ONEOK and Magellan commenced mailing copies
of the joint proxy statement/prospectus to shareholders of ONEOK and unitholders of Magellan, respectively, on or about July 25, 2023.
This report is not a substitute for the joint proxy statement/prospectus or for any other document that ONEOK or Magellan has filed or
may file in the future with the SEC in connection with the Merger. INVESTORS AND SECURITY HOLDERS OF ONEOK AND MAGELLAN ARE URGED TO
CAREFULLY AND THOROUGHLY READ THE JOINT PROXY STATEMENT/PROSPECTUS, INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO, AND OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED BY ONEOK AND MAGELLAN WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONEOK
AND MAGELLAN, THE MERGER, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors
can obtain free copies of the joint proxy statement/prospectus and other relevant documents filed by ONEOK and Magellan with the SEC
through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by ONEOK, including the joint proxy
statement/prospectus, are available free of charge from ONEOK’s website at www.oneok.com under the “Investors” tab.
Copies of documents filed with the SEC by Magellan, including the joint proxy statement/prospectus, are available free of charge from
Magellan’s website at www.magellanlp.com under the “Investors” tab.
Item
9.01. Financial Statements and Exhibits.
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.
|
Magellan
Midstream Partners, L.P. |
|
|
|
|
By: |
Magellan
GP, LLC, |
|
|
its
general partner |
|
|
|
Date:
September 11, 2023 |
By: |
/s/
Jeff L. Holman |
|
Name: |
Jeff
L. Holman |
|
Title: |
Executive
Vice President, Chief Financial Officer and Treasurer |
3
Exhibit 99.1
NYSE: MMP
Date: |
|
Sept. 11, 2023 |
Contact: |
|
Paula Farrell |
|
|
(918) 574-7650 |
|
|
paula.farrell@magellanlp.com |
Magellan Midstream Declares Special Cash Distribution
TULSA, Okla. – The board of directors of Magellan Midstream Partners, L.P. (NYSE: MMP) has declared a special cash distribution expected to equal 24.74 cents per unit payable on Sept. 25 to unitholders of record at the close of business on Sept. 21.
The right to issue this special distribution was
negotiated as part of our pending merger with ONEOK, Inc., providing us the option to pay up to $50 million, or 24.74 cents per unit based
on the 202.1 million units currently outstanding, if the merger has not closed by Sept. 14 and if we have generated sufficient free cash
flow in excess of ordinary distributions since May 14, 2023, the date on which we entered into the merger agreement. Our unitholder meeting
in connection with the pending merger is scheduled to be held virtually at 10:00 a.m. Central Time on Sept. 21.
Magellan investors are encouraged to visit www.MaximizingValueforMMPunitholders.com
for additional information about our pending merger, including transaction benefits, tax considerations and unitholder voting instructions
in advance of our Sept. 21 virtual special meeting.
Magellan’s distributions to foreign investors
are subject to federal income tax withholding at the highest applicable U.S. tax rate plus an additional 10%. Our qualified notice to
nominees is available at www.magellanlp.com/investors/cashdistributionsandqualifiednotice.aspx.
About Magellan Midstream Partners, L.P.
Magellan Midstream Partners, L.P. (NYSE: MMP) is a publicly traded
partnership that primarily transports, stores and distributes refined petroleum products and crude oil. Magellan owns the longest refined
petroleum products pipeline system in the country, with access to nearly 50% of the nation’s refining capacity, and can store more
than 100 million barrels of petroleum products such as gasoline, diesel fuel and crude oil. More information is available at www.magellanlp.com.
###
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments
that ONEOK, Inc. (“ONEOK”) or Magellan expects, believes or anticipates will or may occur in the future are forward-looking
statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,”
“anticipate,” “potential,” “create,” “intend,” “could,” “would,”
“may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,”
“build,” “focus,” “continue,” “strive,” “allow” or the negative of such terms
or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions,
or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking.
These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between ONEOK and Magellan
(the “proposed transaction”), our ability to generate sufficient free cash flow in excess of ordinary distributions during
the four-month period commencing on May 14, 2023, the expected closing of the proposed transaction and the timing thereof and as adjusted
descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital
expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including maintaining
current ONEOK management, enhancements to investment-grade credit profile, an expected accretion to earnings and free cash flow, dividend
payments and potential share repurchases, increase in value of tax attributes and expected impact on EBITDA. Information adjusted for
the proposed transaction should not be considered a forecast of future results. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements included in this communication. These include the risk that
ONEOK’s and Magellan’s businesses will not be integrated successfully; the risk that cost savings, synergies and growth from
the proposed transaction may not be fully realized or may take longer to realize than expected; the risk that the credit ratings of the
combined company or its subsidiaries may be different from what the companies expect; the possibility that shareholders of ONEOK may not
approve the issuance of new shares of ONEOK common stock in the proposed transaction or that unitholders of Magellan may not approve the
proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate
the merger agreement or that the closing of the proposed transaction might be delayed or not occur at all; potential adverse reactions
or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction;
the occurrence of any other event, change or other circumstances that could give rise to the termination of the merger agreement relating
to the proposed transaction; the risk that changes in ONEOK’s capital structure and governance could have adverse effects on the
market value of its securities; the ability of ONEOK and Magellan to retain customers and retain and hire key personnel and maintain relationships
with their suppliers and customers and on ONEOK’s and Magellan’s operating results and business generally; the risk the proposed
transaction could distract management from ongoing business operations or cause ONEOK and/or Magellan to incur substantial costs; the
risk of any litigation relating to the proposed transaction; the risk that ONEOK may be unable to reduce expenses or access financing
or liquidity; the impact of a pandemic, any related economic downturn and any related substantial decline in commodity prices; the risk
of changes in governmental regulations or enforcement practices, especially with respect to environmental, health and safety matters;
and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult
to predict and are beyond ONEOK’s or Magellan’s control, including those detailed in the joint proxy statement/prospectus
(as defined below). All forward-looking statements are based on assumptions that ONEOK and Magellan believe to be reasonable but that
may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither ONEOK
nor Magellan undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future
events or otherwise, except as@ required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, on July 25, 2023, ONEOK,
Inc. and Magellan Midstream Partners, L.P. each filed with the Securities and Exchange Commission (the “SEC”) a definitive
joint proxy statement/prospectus (the “joint proxy statement/prospectus”), and each party has and will file other documents
regarding the proposed transaction with the SEC. Each of ONEOK and Magellan commenced mailing copies of the joint proxy statement/prospectus
to shareholders of ONEOK and unitholders of Magellan, respectively, on or about July 25, 2023. This communication is not a substitute
for the joint proxy statement/prospectus or for any other document that ONEOK or Magellan has filed or may file in the future with the
SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ONEOK AND MAGELLAN ARE URGED TO CAREFULLY AND
THOROUGHLY READ THE JOINT PROXY STATEMENT/PROSPECTUS, INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO, AND OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED BY ONEOK AND MAGELLAN WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONEOK AND MAGELLAN, THE
PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors can obtain free copies of the joint proxy statement/prospectus
and other relevant documents filed by ONEOK and Magellan with the SEC through the website maintained by the SEC at www.sec.gov. Copies
of documents filed with the SEC by ONEOK, including the joint proxy statement/prospectus, are available free of charge from ONEOK’s
website at www.oneok.com under the “Investors” tab. Copies of documents filed with the SEC by Magellan, including the joint
proxy statement/prospectus, are available free of charge from Magellan’s website at www.magellanlp.com under the “Investors”
tab.
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Magellan Midstream Partn... (NYSE:MMP)
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から 4 2024 まで 5 2024
Magellan Midstream Partn... (NYSE:MMP)
過去 株価チャート
から 5 2023 まで 5 2024