MMP Announces Governance Changes
December 03 2008 - 4:30PM
PR Newswire (US)
TULSA, Okla., Dec. 3 /PRNewswire-FirstCall/ -- Magellan Midstream
Partners, L.P. (NYSE:MMP) announced today changes to its board of
directors composition and adoption of a limited duration unitholder
rights plan. (Logo:
http://www.newscom.com/cgi-bin/prnh/20031107/DAMAGELOGO) Board of
directors Thomas Macejko and Thomas Souleles, both of Madison
Dearborn Partners, LLC ("Madison Dearborn"), have resigned from the
board following the governance changes announced yesterday for
Magellan Midstream Holdings, L.P. (NYSE:MGG). Madison Dearborn no
longer owns a controlling interest in MGG's general partner and
does not own an interest in MMP. MMP's board of directors will
continue to consist of seven members. Three of these members, John
DesBarres, James Montague and George O'Brien, will continue to
serve as independent members as defined by the rules of the New
York Stock Exchange. Don Wellendorf, the partnership's president
and chief executive officer, and Patrick Eilers of Madison Dearborn
will remain on the board, with two vacancies to be filled over
time. Unit purchase rights plan MMP also announced that the board
of directors has approved the adoption of a Unit Purchase Rights
Plan (the "Rights Plan") to help ensure that its unitholders
receive fair and equal treatment in the event of a takeover
proposal. The Rights Plan is subject to, and will be entered into
upon, approval by the New York Stock Exchange. "The adoption of the
rights plan helps ensure that our board of directors would have
adequate time to respond to any potential unfriendly actions that
the current depressed market conditions might encourage," said Don
Wellendorf, president and chief executive officer. "The adoption of
similar rights plans has been common practice and is an accepted
approach to ensuring that all investors are treated equally." Under
the Rights Plan, each holder of common units of MMP at the close of
business on Dec. 10, 2008 will automatically receive a distribution
of one right per MMP common unit held representing the right to
purchase one additional common unit of MMP. The issuance of the
rights is not taxable to the holders of MMP's common units, has no
dilutive effect, will not affect MMP's reported earnings per common
unit, and will not change the way the common units are currently
traded. The rights will trade along with, and not separately from,
the common units unless the rights become exercisable. In general,
the rights will become exercisable if a person or group acquires
15% or more of the common units of MMP or commences a tender offer
that could result in ownership of 15% or more of the common units
of MMP. If a person or group acquires 15% or more of the common
units of MMP, each right will entitle holders, other than the
acquiring party, to purchase MMP common units at a 50% discount to
the then-current market price. Additionally, if a person or group
acquires 15% or more of the outstanding common units of MMP and
thereafter (i) merges into any other person and MMP is not the
surviving entity, (ii) any entity is merged into MMP and all or
part of MMP's common units are exchanged for securities of the
other entity, or (iii) MMP sells 50% or more of its assets to any
other entity, the rights will entitle the holders thereof to
purchase equity securities of the acquiring party at a 50% discount
to its then-current market price. The Rights Plan, which is similar
to rights plans of many other public companies, has a limited term
of three years, unless the rights are earlier redeemed or the
Rights Plan is earlier terminated by MMP. MMP will file a Current
Report on Form 8-K and a Registration Statement on Form 8-A with
the United States Securities and Exchange Commission that will
contain additional information regarding the terms and conditions
of the Rights Plan. About Magellan Midstream Partners, L.P.
Magellan Midstream Partners, L.P. (NYSE:MMP) is a publicly traded
partnership formed to own, operate and acquire a diversified
portfolio of energy assets. The partnership primarily transports,
stores and distributes refined petroleum products. More information
is available at http://www.magellanlp.com/. Portions of this
document may constitute forward-looking statements as defined by
federal law. Although management believes any such statements are
based on reasonable assumptions, there is no assurance that actual
outcomes will not be materially different. Additional information
about issues that could lead to material changes in performance is
contained in the partnership's filings with the Securities and
Exchange Commission. Contact: Paula Farrell (918) 574-7650
DATASOURCE: Magellan Midstream Partners, L.P. CONTACT: Paula
Farrell of Magellan Midstream Partners, L.P., +1-918-574-7650, Web
site: http://www.magellanlp.com/
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