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 7, 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 7, 2023, Magellan issued a press release announcing that independent proxy advisory firm Glass, Lewis & Co. recommends
that Magellan unitholders vote “FOR” the Merger in connection with the upcoming special meeting on September 21, 2023 (the
“Glass Lewis Release”). Also on September 7, 2023, Magellan issued a press release announcing that independent proxy
advisory firm Institutional Shareholder Services recommends that Magellan unitholders vote “FOR” the Merger in connection
with the upcoming special meeting on September 21, 2023 (the “ISS Release”). Copies of the Glass Lewis Release and
ISS Release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are 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:
September 7, 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. 7, 2023 |
|
|
|
|
Contact: |
Investors: |
Media: |
|
Paula Farrell |
Bruce Heine |
|
(918) 574-7650 |
(918) 574-7010 |
|
paula.farrell@magellanlp.com |
bruce.heine@magellanlp.com |
Leading Independent Proxy Advisory Firm Glass
Lewis Recommends Magellan Midstream Unitholders Vote “FOR” the Transaction with ONEOK
Magellan urges unitholders to vote “FOR”
the pending merger today
TULSA, Okla. – Magellan Midstream Partners,
L.P. (NYSE: MMP) (“Magellan”) today announced that leading independent proxy advisory firm Glass Lewis & Co. (“Glass
Lewis”) recommends that unitholders vote “FOR” the pending merger with ONEOK, Inc. (NYSE: OKE) (“ONEOK”)
at the virtual special meeting of unitholders scheduled to be held on Sept. 21, 2023.
In its report dated Sept. 6, 2023, Glass Lewis
stated1:
| ● | “Strategically,
we believe the proposed merger could be beneficial to shareholders/unitholders of both of the merger parties, as the deal
would result in the creation of a combined energy infrastructure firm with greater scale, breadth and earnings diversity. The proposed
merger is also expected to yield meaningful annual cost synergies and enhanced commercial opportunities for the combined company.” |
| ● | “After
due consideration, we are inclined to take the view that the proposed merger would put the combined company in a better position,
compared to Magellan on a standalone basis, to navigate through energy cycles and the ongoing global decarbonization transition.
In our view, a merger allows for greater optimization of the combined assets, which in turn greatly increases the likelihood of the desired
synergies being fully realized.” |
| ● | “…[Magellan]
notes the implied NTM EBITDA multiple of the proposed merger exceeds the range of forward EBITDA multiples observed in a selected set
of North American midstream energy transactions announced since 2018, as well as the range of peer trading multiples observed as of the
unaffected date. These findings suggest to us that the merger consideration represents a fair and reasonable value for the Company’s
shareholders.” |
Magellan issued the following statement:
We are pleased that Glass Lewis supports our board’s
unanimous recommendation that unitholders vote “FOR” the merger with ONEOK. The report issued by Glass Lewis reaffirms that
the pending transaction maximizes value for unitholders, delivering a significant premium with meaningful upfront cash consideration and
substantial ownership in a larger, more diversified company. We are confident the combined entity will have greater growth prospects,
be more resilient and deliver greater value than Magellan could realize on a standalone basis, including after considering taxes. We look
forward to working together with ONEOK to complete the transaction.
1 | Permission to use quotes neither sought nor obtained. |
The special meeting 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.
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.
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.
Exhibit 99.2
NYSE: MMP
Contact: |
Investors: |
|
Media: |
|
Paula Farrell |
|
Bruce Heine |
|
(918) 574-7650 |
|
(918) 574-7010 |
|
paula.farrell@magellanlp.com |
|
bruce.heine@magellanlp.com |
Leading Independent Proxy Advisory Firm ISS
Recommends Magellan Midstream Unitholders Vote “FOR” the Transaction with ONEOK
Follows recommendation from Glass Lewis that
unitholders vote “FOR” the transaction
TULSA, Okla. – Magellan Midstream Partners,
L.P. (NYSE: MMP) (“Magellan”) today announced that leading independent proxy advisory firm Institutional Shareholder Services
(“ISS”) recommends that unitholders vote “FOR” the pending merger with ONEOK, Inc. (NYSE: OKE) (“ONEOK”)
at the virtual special meeting of unitholders scheduled to be held on Sept. 21, 2023.
In its report dated Sept. 6, 2023, ISS stated1:
| ● | “…the
board’s focus on securing a significant cash portion to the consideration suggests that MMP adequately considered the tax
implications for its shareholders.” |
| ● | “The
deal terms imply a premium to MMP’s valuation (on an EV/EBITDA basis), which already reflected a historical premium to MLP peers
and was relatively in line with corporate peers. The premium also stands out among recent precedent transactions in this sector,
and appears to compensate most investors for the immediate tax hit.” |
Magellan issued the following statement:
We are pleased that ISS, in addition to Glass Lewis, supports
our board’s unanimous recommendation that unitholders vote “FOR” the merger with ONEOK. The recommendation from ISS
recognizes the significant premium value the transaction delivers to Magellan unitholders through the meaningful upfront cash consideration
as well as substantial ownership in a stronger combined company that has greater growth opportunities, scale, diversification and resilience.
We look forward to working together with ONEOK to complete the transaction and deliver full and fair value for our unitholders.
| 1 | Permission to use quotes neither sought nor obtained. |
The special meeting 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.
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.
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.
4
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