UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

~~PURSUANT TO~~ SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~ 25August 3, 2023

~~MAGELLAN~~Magellan ~~MIDSTREAM~~Midstream ~~PARTNERS~~Partners, L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware

~~1-16335~~

~~73-1599053~~

1-16335

73-1599053

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or Other Jurisdiction ofIncorporation)

(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 82.0102. Results ~~Other~~of ~~Events~~Operations and Financial Condition.

~~As previously announced, on May 14, 2023,~~ Magellan Midstream Partners, L.P. (~~NYSE: MMP), a Delaware limited partnership (~~“Magellan”), ~~entered~~issued ~~into~~a anpress ~~Agreement~~release ~~and~~on ~~Plan of Merger (the “Merger Agreement”) with ONEOK~~August 3, ~~Inc.,~~2023 anannouncing ~~Oklahoma~~its ~~corporation~~financial ~~(NYSE:~~results ~~ONEOK)~~for ~~(“ONEOK”), and~~the ~~Otter~~quarter ~~Merger~~ended ~~Sub,~~June ~~LLC~~30, a2023. ~~Delaware~~A ~~limited~~copy ~~liability company and a newly formed, wholly owned subsidiary~~ of ~~ONEOK (“Merger Sub”), pursuant to which, upon~~ the ~~terms~~press ~~and~~release ~~subject~~is tofurnished ~~the~~herewith ~~conditions~~as ofExhibit ~~the Merger Agreement~~99.1, ~~Merger~~which ~~Sub~~is ~~will~~incorporated ~~merge~~herein ~~with~~by ~~and into Magellan (the “Merger”), with Magellan continuing as the surviving entity and a wholly owned subsidiary of ONEOK~~reference.

OnItem ~~July 25, 2023, Magellan issued a press release announcing the filing of a definitive proxy statement with the U~~9.S01. Financial ~~Securities~~Statements and ~~Exchange Commission (the “SEC”) in connection with the Merger~~Exhibits. ~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

~~Cautionary~~Exhibit ~~Statement~~99.1 Magellan's ~~Regarding~~press ~~Forward-Looking~~release ~~Statements~~dated August 3, 2023.

~~This~~Exhibit ~~report~~104 Cover ~~contains~~Page ~~“forward-looking~~Interactive ~~statements”~~Data ~~within the~~File ~~meaning~~(embedded ofwithin ~~Section 27A of~~ the ~~Securities~~Inline ~~Act~~XBRL 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 ONEOK may not be able to secure the debt financing necessary to fund the cash consideration required for 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 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 the joint proxy statement/prospectus (as defined belowdocument). 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.

1__________

~~Important~~ The ~~Additional~~information ~~Information~~being furnished under Items 2.02 and ~~Where~~Item 9.01 of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to ~~Find~~the Itliabilities of that section, and is not and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

In connection with the Merger, on July 25, 2023, ONEOK and Magellan each filed with the SEC a definitive joint proxy statement/prospectus (the “joint proxy statement/prospectus”), and each party 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.SIGNATURES

~~Investors~~ Pursuant ~~can~~to ~~obtain~~the ~~free~~requirements ~~copies~~ of the ~~joint~~Securities ~~proxy~~Exchange ~~statement/prospectus and~~Act ~~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~~1934, ~~including~~ the ~~joint~~registrant ~~proxy~~has ~~statement/prospectus,~~duly ~~are~~caused ~~available~~this ~~free~~report ofto ~~charge~~be ~~from~~signed ~~ONEOK’s website~~on atits ~~www.oneok.com~~behalf ~~under the “Investors” tab. Copies of documents filed with the SEC~~ by ~~Magellan, including~~ the ~~joint proxy~~undersigned ~~statement/prospectus,~~hereunto ~~are~~duly ~~available free of charge from Magellan’s website at www~~authorized.~~magellanlp.com under the “Investors” tab.~~

Item 9.01. Financial Statements and Exhibits.


	Magellan Midstream Partners, L.P.

	By:	Magellan GP, LLC,
		its general partner

Date: August 3, 2023	By:	/s/ Richard M. Carson
	Name:	Richard M. Carson
	Title:	Secretary

99.1	Press Release dated July 25, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 25, 2023	By:	/s/ Jeff L. Holman
	Name:	Jeff L. Holman
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

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