8-K
filed September 25, 2023, 7:59 PM ET
CIK 0001126975
M&A
confidence high
sentiment neutral
materiality 0.95
Magellan Midstream Partners, L.P.: M&A transaction — ONEOK completes acquisition of Magellan Midstream Partners; units converted to stock plus cash
Magellan Midstream Partners, L.P.
- Each Magellan unit converted into 0.667 ONEOK shares plus $25 cash.
- Magellan units delisted from NYSE as of September 25, 2023; Form 15 to be filed.
- Credit facility terminated; all outstanding principal, interest and fees repaid.
- All directors and named executive officers resigned; Pierce H. Norton II appointed CEO of general partner.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stacy P. Methvin resigned as Director at Magellan Midstream Partners, L.P..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barry R. Pearl resigned as Director at Magellan Midstream Partners, L.P..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sivasankaran Somasundaram resigned as Director at Magellan Midstream Partners, L.P..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pierce H. Norton II was appointed as President and Chief Executive Officer at Magellan Midstream Partners, L.P..
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
Effective as of the Effective Time, Pierce H. Norton II was appointed President and Chief Executive Officer of the General Partner
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chansoo Joung resigned as Director at Magellan Midstream Partners, L.P..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Aaron L. Milford resigned as Director at Magellan Midstream Partners, L.P..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Walter R. Arnheim resigned as Director at Magellan Midstream Partners, L.P..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James R. Montague resigned as Director at Magellan Midstream Partners, L.P..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lori A. Gobillot resigned as Director at Magellan Midstream Partners, L.P..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward J. Guay resigned as Director at Magellan Midstream Partners, L.P..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Walter S. Hulse III was appointed as Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development at Magellan Midstream Partners, L.P..
- Action
- appointed
- Role
- Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development
Exact text from the filing
Walter S. Hulse III was appointed Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development of the General Partner.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Magellan Midstream Partners, L.P. underwent a change of control involving ONEOK, Inc. (closed 2023-09-25).
- Action
- change of control
- Counterparty
- ONEOK, Inc.
- Closing
- 2023-09-25
Exact text from the filing
On September 25, 2023 (the “Closing Date”), Otter Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and wholly owned direct, subsidiary of ONEOK, Inc., an Oklahoma corporation (“ONEOK”), completed its merger (the “Merger”) with and into Magellan Midstream Partners, L.P. a Delaware limited partnership (“Magellan”), as a result of which Magellan became a wholly owned, direct, subsidiary of ONEOK.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Magellan Midstream Partners, L.P. terminated Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto (effective 2023-09-25).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto
- Effective
- 2023-09-25
Exact text from the filing
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
View on SEC.gov
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