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 2125, 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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange

on Which Registered

Common Units

MMP

New York Stock Exchange⁽¹⁾

~~Item 5.07~~(1) ~~Submission~~The common units of ~~Matters~~Magellan Midstream Partners, L.P. ceased being traded prior to athe ~~Vote~~opening of ~~Security~~the ~~Holders~~market on September 25, 2023 and will no longer be listed on the NYSE.

AIntroductory special meeting of unitholders (the “Special Meeting”) of Magellan Midstream Partners, L.P. (“Magellan”) was held virtually at 10:00 a.m. Central Time on September 21, 2023. The Special Meeting was held in order to consider and vote upon the proposals set forth in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 25, 2023 (the “proxy statement”), to (i) approve the Agreement and Plan of Merger, dated as of May 14, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among Magellan, ONEOK, Inc. (“ONEOK”) and Otter Merger Sub, LLC, a wholly owned subsidiary of ONEOK (“Merger Sub”), and the transactions contemplated thereby, including the merger (the “Merger”) of Merger Sub with and into Magellan (the “Merger Proposal”), and (ii) approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the named executive officers of Magellan GP, LLC, the general partner of Magellan, that is based on or otherwise relates to the Merger (the “Non-Binding Advisory Compensation Proposal”). The proposals are described in detail in the proxy statement.Note

AtOn September 25, 2023 (the ~~Special~~“Closing ~~Meeting~~Date”), ~~the~~Otter Merger ~~Proposal~~Sub, ~~was~~LLC ~~approved~~(“Merger bySub”), ~~the~~a ~~affirmative~~Delaware ~~vote~~limited ofliability ~~the~~company and ~~holders~~wholly ofowned adirect, ~~majority~~subsidiary of ~~the~~ONEOK, ~~outstanding~~Inc., ~~common units~~an ofOklahoma ~~Magellan~~corporation ~~entitled~~(“ONEOK”), tocompleted ~~vote~~its onmerger (the ~~proposal.~~“Merger”) with ~~The~~and ~~Non-Binding~~into ~~Advisory~~Magellan ~~Compensation~~Midstream ~~Proposal~~Partners, ~~was~~L.P. ~~not~~a ~~approved~~Delaware bylimited ~~the~~partnership ~~affirmative vote~~(“Magellan”), ofas ~~the~~a ~~holders~~result of which Magellan became a ~~majority~~wholly owned, direct, subsidiary of ONEOK. The Merger was effected pursuant to the ~~outstanding~~Agreement ~~common~~and ~~units~~Plan of ~~Magellan~~Merger ~~entitled~~(the to“Merger Agreement”), ~~vote~~dated onMay ~~the~~14, ~~proposal~~2023, by and among ONEOK, Merger Sub and Magellan.

~~As of~~ ~~the~~Item close of business on July 24, 2023, the record date for the Special Meeting, there were a total of 202,095,600 common units of Magellan outstanding and entitled to one vote for each proposal at the Special Meeting1.02 AtTermination ~~the Special Meeting, holders~~ of ~~147,037,794 common units of Magellan were present in person or represented by proxy, constituting~~ a ~~quorum~~Material toDefinitive ~~conduct business at the Special Meeting~~Agreement. ~~The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the proxy statement:~~

~~Proposal~~Credit ~~1: Merger Proposal~~Facility

~~The~~In ~~number~~connection with the closing of ~~common~~the ~~units~~Merger, on September 25, 2023, Magellan, at the direction of ONEOK, terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under the Second Amended and Restated Credit Agreement, dated as of October 26, 2017, among Magellan, ~~voted~~Wells ~~for~~Fargo orBank, ~~against~~National Association, as ~~well~~Administrative Agent and an Issuing Bank, JPMorgan Chase Bank, N.A., as ~~abstentions~~Co-Syndication Agent and ~~broker~~an ~~non~~Issuing Bank, and Suntrust Bank, as Co-~~votes~~Syndication Agent and an Issuing Bank, ifand ~~applicable~~the other lenders party thereto (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of May 17, ~~with~~2019 ~~respect~~and that certain Second Amendment to Amended and Restated Credit Agreement dated as of November 8, 2022 and as otherwise amended prior to the ~~Merger~~date ~~Proposal~~hereof, ~~presented~~the at“Credit Agreement”). In connection with the ~~Special~~termination ~~Meeting~~of ~~was:~~the Credit Agreement, on September 25, 2023, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full.

FOR				AGAINST				ABSTENTIONS				BROKER NON-VOTES
	111,200,617				34,797,126				1,039,971				80

Item 2.01 Completion of Acquisition or Disposition of Assets.

~~Proposal~~The disclosure set forth in the Introductory Note above is incorporated into this Item 2:.01 ~~Non-Binding~~by ~~Advisory~~reference. ~~Compensation~~As ~~Proposal~~a result of the Merger, each unit of Magellan (the “Magellan Units”) issued and outstanding immediately prior to the time the Merger became effective (the “Effective Time”), was converted into the right to receive (i) 0.667 shares of ONEOK common stock, par value $0.01 (each whole share, the “ONEOK common stock”) and (ii) cash in the amount of $25.00. No fractional shares of ONEOK common stock will be issued in the Merger, and holders of Magellan Units will, instead, receive cash in lieu of fractional shares of ONEOK common stock, if any, as provided in the Merger Agreement.

~~The~~In ~~number of common units of Magellan voted for or against~~addition, ~~as well as abstentions and broker non-votes, if applicable, with respect to the Non-Binding Advisory Compensation Proposal presented~~ at the ~~Special~~Effective ~~Meeting was~~Time:

FOR				AGAINST				ABSTENTIONS				BROKER NON-VOTES
	96,372,524				46,821,214				3,844,056				-

(i)

each Partnership RSU Award (as defined in the Merger Agreement), whether vested or unvested, that was outstanding immediately prior to the Effective Time was assumed by ONEOK and converted into a phantom unit award relating to a number of shares of ONEOK common stock equal to the number of Magellan Units subject to such Partnership RSU Award immediately prior to the Effective Time multiplied by the Equity Exchange Ratio (as defined in the Merger Agreement), rounded up or down to the nearest whole share of ONEOK common stock and otherwise subject to the same terms and conditions of such Partnership RSU Award; and

~~Item 8.01~~(ii) ~~Other~~each ~~Events~~Partnership PSU Award (as defined in the Merger Agreement), whether vested or unvested, that was outstanding immediately prior to the Effective Time was assumed by ONEOK and converted into a phantom unit award relating to a number of shares of ONEOK common stock equal to the number of Magellan Units subject to such Partnership PSU Award immediately prior to the Effective Time, assuming achievement of the applicable performance based vesting condition at the maximum level, multiplied by the Equity Exchange Ratio, rounded up or down to the nearest whole share of ONEOK common stock and otherwise subject to the same terms and conditions of such Partnership PSU Award (other than the performance-based vesting conditions); provided, however, such assumed award or the relevant portion thereof will be paid to the holder thereof no later than March 15th of the year following the calendar year in which any substantial risk of forfeiture, within the meaning of Internal Revenue Code Section 409A, lapses with respect to such assumed award or the relevant portion thereof.

On September 21, 2023, Magellan and ONEOK issued a joint press release announcing the results of the Special Meeting and expected closing date of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

~~CAUTIONARY~~The ~~STATEMENT~~issuance ~~REGARDING~~of ~~FORWARD~~shares ~~LOOKING~~of ~~STATEMENTS~~ONEOK common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to ONEOK’s registration statement on Form S-4 (File No. 33-272758) (the “Registration Statement”), declared effective by the Securities Exchange Commission (the “SEC”) on July 24, 2023. The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Merger.

~~This~~The ~~report~~foregoing ~~contains~~summary ~~“forward-looking~~has ~~statements”~~been 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~~to ~~report~~provide ~~that~~investors 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~~security ~~and~~holders ~~terms of similar substance used in connection~~ with ~~any~~information 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~~Agreement ~~number of risks~~ and ~~uncertainties~~is ~~that~~qualified ~~could cause actual results to differ materially from the forward-looking statements included~~ in ~~this~~ ~~report.~~its ~~These~~entirety ~~include~~by the ~~risk~~terms ~~that ONEOK’s~~ and ~~Magellan’s~~conditions 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 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,~~copy ~~any related economic downturn and any related substantial decline in commodity prices; the risk~~ of ~~changes~~which inwas ~~governmental~~filed ~~regulations~~as orExhibit ~~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~~2.1 ~~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~~Form 8-~~looking~~K filed ~~statements are based~~ on ~~assumptions~~May ~~that ONEOK and Magellan believe~~15, ~~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~~2023, and ~~neither~~the ~~ONEOK~~terms ~~nor Magellan undertakes any obligation to correct or update any forward-looking statement, whether as a result~~ of ~~new~~which ~~information,~~are ~~future~~incorporated ~~events~~herein ~~or otherwise, except as required~~ by ~~applicable law~~reference. ~~Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.~~

~~IMPORTANT ADDITIONAL~~ ~~INFORMATION~~Item ~~AND~~3.01 ~~WHERE~~Notice TOof ~~FIND~~Delisting ITor Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~In connection~~Prior ~~with~~to the ~~Merger,~~completion onof ~~July~~the 25Merger, ~~2023, ONEOK and~~ Magellan ~~each~~Units ~~filed~~were ~~with~~listed ~~the~~and ~~SEC~~traded on the ~~joint~~New ~~proxy~~York ~~statement/prospectus,~~Stock ~~and~~Exchange ~~each party~~(“NYSE”) ~~has~~under ~~and~~the ~~will~~trading ~~file~~symbol ~~other~~“MMP.” ~~documents~~In ~~regarding~~connection with the completion of the Merger, ~~with~~Magellan (i) notified the ~~SEC.~~NYSE ~~Each~~that ofeach ~~ONEOK~~eligible and outstanding Magellan ~~commenced~~Unit ~~mailing~~(including ~~copies~~each ofPartnership ~~the~~RSU Award and Partnership ~~joint~~PSU ~~proxy~~Award) ~~statement/prospectus~~was converted into the right to ~~shareholders~~receive (x) 0.667 shares of ONEOK ~~and~~common ~~unitholders~~stock, ofand ~~Magellan,~~(y) ~~respectively,~~cash onin orthe ~~about~~amount ~~July~~of $25~~, 2023~~.00 ~~This~~and (ii) ~~communication~~requested isthat ~~not~~the aNYSE ~~substitute~~withdraw ~~for~~ the ~~joint~~listing ~~proxy~~of ~~statement/prospectus~~Magellan orUnits ~~for~~from ~~any~~listing ~~other~~on ~~document~~the ~~that~~NYSE ~~ONEOK~~prior orto ~~Magellan~~the ~~has~~open ~~filed or~~of ~~may~~trading ~~file~~on inSeptember ~~the~~25, 2023. ~~future~~Upon ~~with~~ the ~~SEC~~Partnership’s inrequest, ~~connection~~on ~~with~~September 25, 2023, the ~~Merger.~~NYSE ~~INVESTORS~~filed ~~AND~~a ~~SECURITY~~notification ~~HOLDERS~~of OFremoval ~~ONEOK~~of ~~AND~~listing ~~MAGELLAN~~on ~~ARE~~Form ~~URGED~~25 to delist TOMagellan ~~CAREFULLY~~Units ~~AND~~from ~~THOROUGHLY~~the ~~READ~~NYSE ~~THE~~and ~~JOINT~~the ~~PROXY~~deregistration ~~STATEMENT/PROSPECTUS,~~of ~~INCLUDING~~the ~~ALL~~Magellan ~~AMENDMENTS~~Units ~~AND~~under ~~SUPPLEMENTS~~Section ~~THERETO,~~12(b) ~~AND~~of ~~OTHER~~the ~~RELEVANT DOCUMENTS~~Securities ~~FILED~~Exchange ORAct ~~THAT~~of ~~WILL~~1934, as BEamended ~~FILED~~(the BY“Exchange ~~ONEOK~~Act”). ~~AND~~Magellan ~~MAGELLAN~~Units ~~WITH~~ceased ~~THE~~being ~~SEC~~traded ~~BECAUSE~~prior ~~THEY~~to ~~WILL~~the ~~CONTAIN~~opening ~~IMPORTANT~~of ~~INFORMATION~~the ~~ABOUT~~market ~~ONEOK AND~~on ~~MAGELLAN~~September 25, ~~THE MERGER~~2023, and ~~THE~~are ~~RISKS~~no ~~RELATED~~longer ~~THERETO~~listed ~~AND~~on ~~RELATED MATTERS~~NYSE.

~~Investors~~In ~~can~~addition, ~~obtain~~Magellan ~~free~~intends ~~copies~~to offile ~~the joint proxy statement/prospectus and other relevant documents filed by ONEOK and Magellan~~ with the SEC ~~through~~ ~~the~~a ~~website~~Form ~~maintained~~15 byrequesting ~~the~~that ~~SEC at www.sec.gov. Copies of documents filed with~~ the ~~SEC~~reporting byobligations ~~ONEOK, including the joint proxy statement/prospectus, are available free~~ of ~~charge~~Magellan ~~from ONEOK’s website at www.oneok.com~~ under ~~the~~Sections ~~“Investors” tab.~~13(a) ~~Copies~~and 15(d) of ~~documents filed with~~ the ~~SEC~~Exchange byAct ~~Magellan,~~be ~~including the joint proxy statement/prospectus, are available free of charge from Magellan’s website at www~~suspended.~~magellanlp.com under the “Investors” tab.~~

~~Item~~The 9information set forth under Item 2.01. ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated by reference into this Item 3.01.

99 Item 3.103. ~~Press~~Material ~~Release~~Modification ~~dated~~to ~~September~~Rights ~~21,~~of ~~2023~~Security Holders.

The information set forth in the Introductory Note, Item 1.02, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of the Registrant.

On the Closing Date, Merger Sub merged with and into Magellan, as a result of which Magellan became a wholly owned, direct subsidiary of ONEOK.

The information set forth in the Introductory Note, Item 2.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, Mr. Aaron L. Milford, Mr. Chansoo Joung, Mr. Edward J. Guay, Mr. Walter R. Arnheim, Mr. James R. Montague, Mr. Barry R. Pearl, Mr. Sivasankaran Somasundaram, Ms. Stacy P. Methvin and Ms. Lori A. Gobillot resigned as directors of Magellan GP, LLC, the general partner of Magellan (the “General Partner”), effective as of the Effective Time. None of these resignations were a result of any disagreement with Magellan, its management or its board of directors.

Also effective as of the Effective Time, each named executive officer of the General Partner serving as an officer immediately prior to the Effective Time ceased his or her respective service as an officer of the General Partner.

Effective as of the Effective Time, Pierce H. Norton II was appointed President and Chief Executive Officer of the General Partner and Walter S. Hulse III was appointed Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development of the General Partner.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of May 14, 2023, by and among ONEOK, Inc., Otter Merger Sub, LLC and Magellan Midstream Partners, L.P. (incorporated by reference to Exhibit 2.1 to Magellan’s Current Report on Form 8-K, filed May 15, 2023 (File No. 1-16335)).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

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 partners
	By: Magellan GP, LLC, its general partner
Date: September 21, 2023	By:	/s/ Jeff L. Holman
Date: September 25, 2023	By:	/s/ Walter S. Hulse III
	Name:	~~Jeff~~Walter LS. ~~Holman~~Hulse III
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer

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