Item 1.01. Entry Into a Material Definitive Agreement.

On June 10, 2021, Magellan Midstream Partners, L.P. (the "Partnership") announced its subsidiary, Magellan OLP, L.P. ("Magellan"), had entered into an Equity Purchase Agreement dated June 9, 2021, by and between Magellan and Buckeye Partners, L.P. (the "Purchaser") (the "Equity Purchase Agreement"), providing for the sale of Magellan's independent terminals network comprised of 26 refined petroleum products terminals with approximately six million barrels of storage located primarily in the southeastern United States. The aggregate purchase price is $435 million, subject to a working capital adjustment.

Magellan and the Purchaser have made customary representations and warranties in the Equity Purchase Agreement. The completion of the transaction is also subject to customary closing conditions, including but not limited to (i) receipt of all required regulatory approvals, (ii) the accuracy of the representations and warranties and (iii) compliance with customary pre-closing covenants, including covenants relating to the conduct of the business between the signing date and the closing date and the required efforts of the parties to cause the transaction to be completed. The Equity Purchase Agreement also contains customary indemnity obligations, if representations and warranties are breached, and termination rights, if the closing conditions are not ultimately satisfied.

Item 7.01. Regulation FD Disclosure.

On June 10, 2021, the Partnership issued a press release announcing the entry into the Equity Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 The Partnership's press release dated June 10, 2021.

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


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The information being furnished under Items 7.01 and 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 the liabilities 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.

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