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): August 29, 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
August 29, 2023, Magellan issued a press release announcing the filing of an investor presentation related to the Merger. 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, 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 and Magellan 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:
August 29, 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: |
Aug. 29, 2023 |
|
|
|
|
Contact: |
Investors: |
Media: |
|
|
|
|
Paula Farrell |
Bruce Heine |
|
(918) 574-7650 |
(918) 574-7010 |
|
paula.farrell@magellanlp.com |
bruce.heine@magellanlp.com |
Magellan
Midstream Files Investor Presentation Highlighting Benefits of Pending ONEOK Transaction
Transaction
delivers full value to Magellan unitholders and provides unitholders with ownership in a stronger combined company
Combined
company better positioned to address secular risks and achieve strong growth and value creation over the long term
Board
carefully considered alternative opportunities, structures and tax implications
Magellan
urges unitholders to vote “FOR” the pending merger today
TULSA,
Okla. – Magellan Midstream Partners, L.P. (NYSE: MMP) (“Magellan”) today announced the filing of an investor presentation
with the U.S. Securities and Exchange Commission in connection with our pending merger with ONEOK, Inc. (NYSE: OKE) (“ONEOK”).
The investor presentation is also available at MaximizingValueforMMPunitholders.com.
“We
are confident the pending merger with ONEOK is the best path forward for Magellan and is in the best interests of Magellan unitholders,”
said Aaron Milford, chief executive officer. “The merger provides significant premium value to Magellan unitholders, with a meaningful
upfront cash consideration as well as substantial ownership in a stronger combined company that has greater growth opportunities, scale,
diversification and resilience. We urge all Magellan unitholders to vote ‘FOR’ the pending merger today to receive full value
for their units.”
Highlights
of the presentation include:
● | Magellan
believes the transaction delivers full value to Magellan unitholders |
| |
| ○ | Transaction
multiple and premium exceed precedent industry transactions, representing the highest enterprise
value to adjusted EBITDA (“EV / EBITDA”) multiple of comparable midstream energy
transactions since 2016, an EV / EBITDA multiple that is 2.5x higher than Magellan’s
publicly traded peers1, and, at 22%, the
highest premium of comparable midstream transactions since the pandemic induced a sector
re-rating |
| ○ | Implied
value of merger consideration exceeds Magellan’s trading value at any point in approximately
5 years |
| ○ | Board
negotiated 4 price increases, fiduciary out, lower termination fee, ability to pay pre-closing
special distributions and significant cash component – and carefully evaluated ONEOK
assets, strategy and track record before determining transaction maximized value |
| ○ | As
shown below, the proposed transaction premium adds to Magellan’s already premium EV
/ EBITDA trading multiple. If the transaction fails to close, Magellan’s unit price
could decline to a multiple in line with our peers, which would result in a 28% decline to
the implied transaction value |
Exhibit
1: Transaction premium adds to an already premium trading multiple12345
Exhibit
2: Potential risk of multiple re-rating if transaction does not close1
1 | Analysis
based on market data and street consensus estimates as of May 12, 2023 (last trading day
prior to transaction announcement). Peer group includes ENB, TRP, WMB, EPD, KMI and ET |
2 | Represents
EV / 2023E EBITDA multiple implied by transaction |
3 | Reflects
average EV / EBITDA multiple of ENB, TRP, WMB, EPD, KMI and ET |
4 | Weighted
average after-tax value |
5 | Analysis
based on market data and street consensus estimates as of May 12, 2023 (last trading day prior to
transaction announcement) |
● | Magellan
could face long-term secular risks as a standalone company; Magellan believes that the valuation
offered in the merger captures fair value for unitholders and that the transaction mitigates
these risks, creating a diversified, scaled and resilient combined company that is well-positioned
for the long term |
| |
| ○ | Many respected
third parties forecast demand for U.S. refined products to decline more than 40% from 2022
to 2050; if correct, these forecasts represent lower demand than we currently expect and
than is represented in the value received in the merger |
| ○ | Crude
oil production to remain below existing pipeline capacity, placing downward pressure on utilization
and re-contracted rates |
| ○ | There
are more limited attractive growth opportunities in crude oil and refined products segments |
| ○ | Significant
sector consolidation leaves fewer viable M&A and other strategic opportunities |
| ○ | Implementing
inorganic growth opportunities would likely result in paying (rather than receiving) transaction
premiums and issuing equity that we believe has been consistently undervalued absent this
merger |
| ○ | With enhanced
scale and diversification, the combined company will have greater growth opportunities and
be better positioned across industry cycles |
| ■ | Combined
company to have resilient product mix, mirroring that of larger-scale peers |
| ■ | Potential
uplift of approximately $6.1 billion (approximately $7 per Magellan unit pro-rata6)
from capitalized risked synergies and significant tax deferral |
| ■ | Global
demand for natural gas and NGL-related products is expected to increase more than 20% through
20407 |
| ■ | Adds
more than $1.5 billion of diversified annual EBITDA, more than 85% of which is fee-based,
reducing commodity exposure and cash flow volatility |
| ■ | Increases
EBITDA CAGR by approximately 170% through 2025, with pro forma growth expected to outpace
midstream peers8 |
| ■ | 4.0x
step-up in free cash flow after distributions to approximately $1 billion average annually
(2024 to 2027), enabling increased spending on value-creating organic growth projects |
| ■ | Strong
pro forma balance sheet creates financial flexibility to increase capital deployment at attractive
returns, while also returning capital to shareholders through substantial dividends and share
repurchases |
| ■ | Increased
scale provides more trading liquidity, a broader investor base and inclusion in the S&P
500 index |
6 | Total
potential uplift of approximately $6.1 billion (calculated as $415 million annual pre-tax
synergies (the upper end of estimated risked synergies) capitalized at 11x plus $1.5 billion
present value of tax deferrals) multiplied by Magellan’s approximately 23% pro forma
ownership in the combined company divided by Magellan’s fully diluted units outstanding
at time of transaction announcement |
7 | Source:
EIA and Wood Mackenzie |
8 | EBITDA
CAGR for MMP and OKE based on financial projections as disclosed in the definitive joint
proxy statement / prospectus filed with the SEC on July 25, 2023 (the “joint proxy
statement / prospectus”), including $415 million of run-rate synergies (high case for
risk-weighted synergies); peer EBITDA forecast reflects street consensus estimates as of
May 12, 2023 (last trading day prior to transaction announcement) |
Exhibit
3: Combined company has stronger growth outlook than standalone MMP910
Exhibit
4: MMP unitholders will gain exposure to a resilient asset profile, with higher growth than standalone MMP11
Exhibit
5: Risk-weighted synergy opportunities12
9 | EBITDA
CAGR for MMP and OKE based on financial projections as disclosed in the joint proxy statement
/ prospectus; peer EBITDA forecast reflects street consensus estimates as of May 12, 2023
(last trading day prior to transaction announcement) |
10 | Based
on pro forma financial projections as disclosed in the joint proxy statement / prospectus,
including $415 million of synergies (the upper end of estimated risked synergies) in 2025E |
11 | Reflects
the pro forma entity’s 2022A operating income plus equity earnings; reflects 2022E
EBITDA breakdown for peers |
12 | Source:
ONEOK Second Quarter 2023 Earnings Presentation |
| ● | Magellan
board carefully reviewed alternative opportunities, structures and tax implications |
| ○ | Transaction
offers greater net proceeds than an open-market sale prior to announcement would have and
greater certainty than holding out for a higher open-market price in the future |
| ○ | Merger
is likely superior to a future Magellan sale when considered in present value terms: future
after-tax proceeds are not likely to be as high and a comparable market premium may not be
available |
| ○ | Transaction
is also superior to converting Magellan to a C-Corp. as a standalone strategy due to the
merger’s known premium and inclusion in S&P 500, versus the uncertain results of
a C-corp. conversion |
| ○ | One investor
has publicly opposed the transaction, but its analysis is flawed: |
| ■ | Misconstrues
the true current tax situation by assuming all longer-tenured unitholders never sell |
| ■ | Ignores
prospective market value and related upside of stronger combined company |
| ■ | Focuses
mainly on a near-term dividend model with no terminal value and ignores the high present
value of the after-tax cash consideration offered |
| ■ | Determines
after-tax value for Magellan standalone of just $29.50 per unit, based on its long-term dividend discount
model– less than 55% of the after-tax merger consideration |
| ○ | The same
investor has misrepresented the tax implications of the transaction: |
| ■ | The
merger does not create any new tax liability (beyond that associated with the premium) –
the return on MLP units is tax-deferred, not tax-free |
| ■ | This
analysis generally ignores the existing tax liability of Magellan unitholders or alternatively
references the amount today as relevant in the future when in fact this liability will continue
to grow (estimated to more than double to approximately $20 per unit on average by 2027) |
| ■ | The
transaction premium, like any premium, increases a unitholder’s overall tax liability
to reflect a higher gain than the unitholder would have incurred absent the transaction,
but also delivers a greater after-tax return than an open-market sale |
| ■ | Comparing
after-tax merger proceeds with pre-tax trading prices is misleading – any monetization
triggers a taxable event and more than 60% of Magellan unitholders typically sell within
five years |
| ■ | Comparing
the higher after-tax proceeds of the merger to the lower after-tax proceeds of an open-market
sale prior to the merger being announced is a more meaningful analysis than comparing premium
received to taxes owed |
The
special meeting of unitholders will be held virtually on Sept. 21, 2023 at 10:00 a.m. Central Time. Magellan unitholders of record at
the close of business on July 24, 2023 are entitled to vote at, or submit proxies in advance of, the special meeting. The Magellan board
of directors unanimously recommends that Magellan unitholders vote “FOR” the proposals related to Magellan's merger with
ONEOK.
Magellan
unitholders who need assistance in completing the proxy card, need additional copies of the
proxy materials or have questions regarding the upcoming special meeting should contact Magellan’s
proxy solicitors:
|
|
|
Morrow
Sodali, LLC |
MacKenzie
Partners, Inc. |
Phone: (800)
662-5200 or (203) 658-9400 |
Phone: (800) 322-2885 or (212)
929-5500 |
Email:
MMP@info.morrowsodali.com |
Email:
proxy@mackenziepartners.com |
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 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”), 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.
NON-GAAP
FINANCIAL MEASURES
This communication
includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts
and projections of some of the information excluded from these projected measures, together with some of the excluded information not
being ascertainable or accessible, Magellan and ONEOK are unable to quantify certain amounts that would be required to be included in
the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable
GAAP measures is included, and no reconciliation of the forward-looking non-GAAP financial measures is included.
IMPORTANT
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection
with the Proposed Transaction, on July 25, 2023, ONEOK and Magellan 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.
NO ADVICE
This communication
has been prepared for informational purposes only and is not intended to provide, and should not be relied on for, tax, legal or accounting
advice. Magellan unitholders should consult their own tax and other advisors before making any decisions regarding the Proposed Transaction.
7
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