Filed
by ONEOK, Inc. pursuant to
Rule
425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Magellan Midstream Partners, L.P.
Commission File No. 001-16335
Date:
June 27, 2023
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001213900-23-052276_image_001.jpg) |
INVESTOR RELATIONS |
ONEOK AND MAGELLAN ANNOUNCE EXPIRATION OF HART-SCOTT-RODINO ACT WAITING
PERIOD
June 27, 2023
TULSA, Okla., June 27, 2023 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE)
(“ONEOK”) and Magellan Midstream Partners, L.P. (NYSE: MMP) (“Magellan”) today announced the expiration of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), in connection with
ONEOK’s pending acquisition of Magellan.
The expiration of the waiting period under the HSR
Act satisfies one of the conditions to the closing of the transaction.
The transaction is expected to close in the third quarter
of 2023 subject to approval by both ONEOK shareholders and Magellan unitholders, and other customary closing conditions.
ABOUT ONEOK:
ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is a leading
midstream service provider and owns one of the nation’s premier natural gas liquids (NGL) systems, connecting NGL supply in the Rocky
Mountain, Permian and Mid- Continent regions with key market centers and owns an extensive network of gathering, processing, fractionation,
transportation and storage assets. More information is available at www.oneok.com.
ONEOK is a FORTUNE 500 company and is included in the S&P
500.
ABOUT MAGELLAN MIDSTREAM PARTNERS:
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.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT:
In connection with the proposed merger (the “Proposed
Transaction”) between ONEOK and Magellan, ONEOK filed with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (the “Registration Statement”) to register the shares of ONEOK’s common stock to be issued in connection
with the Proposed Transaction. The Registration Statement includes a document that serves as a prospectus of ONEOK and joint proxy statement
of ONEOK and Magellan (the “joint proxy statement/prospectus”), and each party will file other documents regarding the Proposed
Transaction with the SEC.
INVESTORS AND SECURITY HOLDERS OF ONEOK AND MAGELLAN
ARE URGED TO CAREFULLY AND THOROUGHLY READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS 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.
After the Registration Statement has been declared effective, a
definitive joint proxy statement/prospectus will be mailed to shareholders of ONEOK and unitholders of Magellan. Investors will be
able to obtain free copies of the Registration Statement and the joint proxy statement/prospectus, as each may be amended from time
to time, and other relevant documents filed by ONEOK and Magellan with the SEC (when they become available) 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 (when available), will be 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
(when available), will be available free of charge from Magellan’s website at www.magellanlp.com under the “Investors”
tab.
PARTICIPANTS IN THE SOLICITATION:
ONEOK and certain of its directors, executive officers and other
members of management and employees, Magellan, and certain of the directors, executive officers and other members of management and
employees of Magellan GP, LLC, which manages the business and affairs of Magellan, may be deemed to be participants in the
solicitation of proxies from ONEOK’s shareholders and the solicitation of proxies from Magellan’s unitholders, in each
case with respect to the Proposed Transaction. Information about ONEOK’s directors and executive officers is available in
ONEOK’s Annual Report on Form 10-K for the 2022 fiscal year filed with the SEC on February 28, 2023, and its definitive proxy
statement for the 2023 annual meeting of stockholders filed with the SEC on April 5, 2023, and in the joint proxy
statement/prospectus. Information about Magellan’s directors and executive officers is available in its Annual Report on Form
10-K for the 2022 fiscal year and its definitive proxy statement for the 2023 annual meeting of unitholders, each filed with the SEC
on February 21, 2023, and the joint proxy statement/prospectus. Other information regarding the participants in the solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Registration
Statement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed
Transaction when they become available. Shareholders of ONEOK, unitholders of Magellan, potential investors and other readers should
read the joint proxy statement/prospectus carefully before making any voting or investment decisions.
NO OFFER OR SOLICITATION:
This communication is not intended to and shall not
constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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,
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
shareholders of ONEOK or 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 parties do not
receive regulatory approval 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 ONEOK may not be
able to secure the debt financing necessary to fund the cash consideration required for 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 that
ONEOK may be unable to reduce expenses or access financing or liquidity; the impact of the COVID-19 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 ONEOK’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K that are available on ONEOK’s website at www.oneok.com and on the website of the Securities and Exchange
Commission (the “SEC”) at www.sec.gov, and those detailed in Magellan’s Annual Reports on Form 10-K, Quarterly Reports on
Form 10- Q and Current Reports on Form 8-K that are available on Magellan’s website at www.magellanlp.com and on the website of the
SEC. 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.
CONTACTS:
ONEOK, Inc.
Investor Relations:
Andrew Ziola
Phone: (918) 588-7683
ONEOKInvestorRelations@oneok.com
Media Relations:
Brad Borror
Phone: (918) 588-7582
brad.borror@oneok.com
Magellan Midstream Partners, L.P.
Investor Relations:
Paula Farrell
Phone: (918) 574-7650
paula.farrell@magellanlp.com
Media Relations:
Bruce Heine
Phone: (918) 574-7010
bruce.heine@magellanlp.com
View original content:
https://www.prnewswire.com/news-releases/oneok-and-magellan-announce-expiration-of-hart-scott-rodino-act-waiting-period-301864966.html
SOURCE ONEOK, Inc.
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