MAGELLAN MIDSTREAM PARTNERS, L.P. (NYSE:MMP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On September26, 2017, Magellan Midstream Partners, L.P. (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, each acting on behalf of itself and collectively as the managers of the several underwriters named therein (collectively, the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”) by the Partnership of $500,000,000 aggregate principal amount of the Partnership’s 4.200% Senior Notes due 2047 (the “Notes”). The Notes were issued at 99.341% of the face value amount and the Partnership agreed to sell the Notes to the Underwriters at a purchase price of 98.466% of the principal amount thereof. The material terms of the Offering are described in the prospectus supplement dated September26, 2017, as filed by the Partnership with the Securities and Exchange Commission (the “Commission”). The offer and sale of the Notes is registered with the Commission to the Partnership’s Registration Statement on Form S-3 (File No.333-203869) that was filed with the Commission on May5, 2015. Subject to customary conditions to closing, the transactions contemplated by the Underwriting Agreement will be consummated on October3, 2017.

The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, customary conditions to closing, indemnification obligations of the Partnership and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Certain of the Underwriters and their respective affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Partnership and its affiliates, for which they received or will receive customary fees and expense reimbursement. Additionally, each of the Underwriters or their affiliates has a lending relationship with the Partnership and U.S. Bank National Association, the Notes trustee, is also an affiliate of U.S. Bancorp Investments, Inc., one of the Underwriters.

(d) Exhibits

MAGELLAN MIDSTREAM PARTNERS LP Exhibit
EX-1.1 2 d461094dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version MAGELLAN MIDSTREAM PARTNERS,…
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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.