Attached files
file | filename |
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EX-8.1 - EX-8.1 - Magellan Midstream Partners, L.P. | d389729dex81.htm |
EX-5.1 - EX-5.1 - Magellan Midstream Partners, L.P. | d389729dex51.htm |
EX-1.1 - EX-1.1 - Magellan Midstream Partners, L.P. | d389729dex11.htm |
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): May 4, 2017
Magellan Midstream Partners, L.P.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-16335
DE | 73-1599053 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
One Williams Center, Tulsa, OK 74172
(Address of principal executive offices, including zip code)
(918) 574-7000
(Registrants telephone number, including area code)
(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. ☐
Item 1.01 | Entry into a Material Definitive Agreement |
On May 4, 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. Pursuant 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 pursuant to the Partnerships shelf registration statement on Form S-3, as amended (Registration No. 333-214963), as supplemented by the Prospectus Supplement dated May 4, 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.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
1.1 | Equity Distribution Agreement, dated as of May 4, 2017, by and among Magellan Midstream Partners, L.P. 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. | |
5.1 | Opinion of Latham & Watkins LLP regarding the validity of the Common Units | |
8.1 | Opinion of Latham & Watkins LLP relating to tax matters | |
23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto) | |
23.2 | Consent of Latham & Watkins LLP (included in Exhibit 8.1 hereto) |
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: May 4, 2017 |
By: |
/s/ Suzanne H. Costin | ||
Suzanne H. Costin | ||||
Corporate Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
1.1 | Equity Distribution Agreement, dated as of May 4, 2017, by and among Magellan Midstream Partners, L.P. 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. | |
5.1 | Opinion of Latham & Watkins LLP regarding the validity of the Common Units | |
8.1 | Opinion of Latham & Watkins LLP relating to tax matters | |
23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto) | |
23.2 | Consent of Latham & Watkins LLP (included in Exhibit 8.1 hereto) |