Magellan Midstream Partners, L.P. (NYSE:MMP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On May4, 2017, Magellan Midstream Partners, L.P. (the
Partnership) entered into an Equity Distribution Agreement (the
Distribution Agreement) by and among the Partnership, on the one
hand, and RBC Capital Markets, LLC, Barclays Capital Inc.,
Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan
Securities LLC, Mizuho Securities USA LLC, SMBC Nikko Securities
America, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo
Securities, LLC (each, a Manager and collectively, the Managers),
on the other hand. to the terms of the Distribution Agreement,
the Partnership may sell from time to time through the Managers,
as the Partnerships sales agents, the Partnerships common units
representing limited partner interests having an aggregate
offering price of up to $750,000,000 (Common Units). The sales,
if any, of the Common Units under the Distribution Agreement will
be made by means of ordinary brokers transactions on the New York
Stock Exchange at market prices, in block transactions, or as
otherwise agreed upon by the Managers and the Partnership by any
method permitted by law deemed to be an at the market offering as
defined in Rule 415 promulgated under the Securities Act of 1933,
as amended (the Securities Act).

Under the terms of the Distribution Agreement, the Partnership
will pay the Managers a commission at a mutually agreed rate not
to exceed 2% of the gross sales price per Common Unit. In
addition, the Partnership has agreed to pay certain expenses
incurred by the Managers in connection with the offering. The
Partnership may also sell Common Units to one or more of the
Managers as principal for such Managers own account at a price
agreed upon at the time of sale. If the Partnership sells Common
Units to one or more of the Managers as principal, the
Partnership will enter into a separate terms agreement with such
Manager.

The offering has been registered under the Securities Act to the
Partnerships shelf registration statement on Form S-3, as amended
(Registration No.333-214963), as supplemented by the Prospectus
Supplement dated May4, 2017, relating to the sale of the Common
Units (the Prospectus Supplement).

The Distribution Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Partnership and the Managers have
agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act. The Partnership
expects to use the net proceeds from any sale under the
Distribution Agreement of the Common Units for general
partnership purposes, which may include, among other things,
repayment of indebtedness or capital expenditures.

As more fully described under the caption Plan of Distribution in
the Prospectus Supplement, from time to time, the Managers and
their affiliates have provided, directly or indirectly,
investment and commercial banking or financial advisory services
to the Partnership and its affiliates, for which they have
received customary fees and commissions, and they expect to
provide these services to the Partnership and its affiliates in
the future, for which they expect to receive customary fees and
commissions.

The representations, warranties and covenants contained in the
Distribution Agreement were made only for purposes of that
agreement and as of specific dates; were solely for the benefit
of the parties to the Distribution Agreement; and may be subject
to limitations agreed upon by the parties, including being
qualified by confidential disclosures made by each contracting
party to the other as a way of allocating contractual risk
between them that differ from those applicable to investors.
Moreover, the subject matter of the representations and
warranties are subject to more recent developments. Accordingly,
investors should be aware that these representations, warranties
and covenants or any description thereof alone may not describe
the actual state of affairs of the Partnership, General Partner,
or their respective subsidiaries, affiliates, businesses or
equity holders as of the date they were made or at any other
time.

Affiliates of the Managers participating in this offering are
lenders under our revolving credit facility and our 364-day
revolving credit facility or participants in our commercial paper
program and may receive a portion of the proceeds of this
offering through our repayment of the revolving credit facility,
364-day revolving credit facility or commercial paper program
with such proceeds.

The foregoing description and the description contained in the
Prospectus Supplement are not complete and are qualified in their
entirety by reference to the full text of the Distribution
Agreement, a copy of which is filed as Exhibit 1.1 to this
Current Report on Form 8-K, and is incorporated herein by
reference.

Legal opinions relating to the Common Units are included as
Exhibits 5.1 and 8.1 to this Current Report.

About Magellan Midstream Partners, L.P. (NYSE:MMP)

Magellan Midstream Partners, L.P. is engaged in the transportation, storage and distribution of refined petroleum products and crude oil. The Company’s business segments include Refined Products, Crude Oil and Marine Storage. The Company’s asset portfolio, including the assets of its joint ventures, consist of the Company’s refined products segment, including over 9,500 mile refined products pipeline system with approximately 50 terminals, as well as over 30 independent terminals not connected to the its pipeline system and its approximately 1,100-mile ammonia pipeline system; its crude oil segment, including approximately 1,700 miles of crude oil pipelines and storage facilities with an aggregate storage capacity of over 20 million barrels, of which approximately 14 million is used for leased storage, and its marine storage segment, consisting of over five marine terminals located along coastal waterways with an aggregate storage capacity of approximately 30 million barrels.

Magellan Midstream Partners, L.P. (NYSE:MMP) Recent Trading Information

Magellan Midstream Partners, L.P. (NYSE:MMP) closed its last trading session down -0.26 at 73.25 with 1,255,977 shares trading hands.