ONEOK, Inc. (NYSE:OKE) entered into a definitive merger agreement to acquire Magellan Midstream Partners, L.P. (NYSE:MMP) from ALPS ETF Trust - Alerian MLP ETF (ARCA:AMLP), managed by ALPS Advisors, Inc. and others for $13.8 billion on May 14, 2023. ONEOK will acquire all outstanding units of Magellan in a cash-and-stock transaction valued at approximately $18.8 billion including assumed debt, resulting in a combined company with a total enterprise value of $60.0 billion. The consideration will consist of $25 in cash and 0.667 shares of ONEOK common stock for each outstanding Magellan common unit, representing a current implied value to each Magellan unitholder of $67.5 per unit. ONEOK has secured $5.25 billion in fully committed bridge financing for the proposed cash consideration. Magellan will be merged into a newly created 100% wholly owned subsidiary of ONEOK. The merger agreement further provides that, upon termination of the merger agreement under certain circumstances, Magellan may be required to reimburse ONEOK?s expenses up to $125 million or pay ONEOK a termination fee equal to $275 million less any expenses previously paid. Further, ONEOK may be required to reimburse Magellan?s expenses up to $75 million or pay Magellan a termination fee equal to $450 million, less any expenses previously paid. Following the close of the transaction, Pierce Norton will continue to serve as chief executive officer of the combined company. ONEOK intends to seek and nominate one or two director(s) serving on the board of Magellan's general partner.

The transaction is subject to customary closing conditions, including the approvals of both ONEOK shareholders and Magellan unitholders, absence of any court order or regulatory injunction prohibiting completion of the Merge, expiration or termination of (a) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, effectiveness of ONEOK?s registration statement on Form S-4 to register the ONEOK Shares to be issued in the merger and the authorization for listing of ONEOK Shares to be issued in the Merger on the NYSE. The transaction has been unanimously approved by the board of directors of both companies. As of June 27, 2023, waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired. As per the filling on July 17, 2023, Energy Income Partners urges shareholders to vote No or not vote on Magellan and ONEOK merger. As of July 24. 2023, the registration statement of ONEOK was declared effective. As of August 16, 2023, Magellan announced that special meeting of Magellan unitholders to vote to approve the transaction will be held virtually on September 21, 2023. As on September 5, 2023, EIP's decision to vote against the merger is based on the financials presented by management that show definitively that Magellan is better off as a stand-alone company, and they urged fellow unitholders to vote "no". ONEOK shareholders and Magellan unitholders approved the transaction at their respective Special Meetings on September 21, 2023. The transaction is expected to close in the third quarter of 2023. As of September 21, 2023, the transaction is expected to close on September 25, 2023. The transaction is expected to be earnings per share accretive beginning in 2024 with EPS accretion of 3% to 7% per year from 2025 through 2027, and free cash flow per share accretion averaging more than 20% from 2024 through 2027. Base forecasted synergies are expected to total at least $200 million annually. As of September 11, 2023, Magellan Midstream has declared a special cash distribution expected to equal 24.74 cents per unit and the right to issue this special distribution was negotiated as part of our pending merger with ONEOK.

Goldman Sachs & Co. LLC acted as lead financial advisor to ONEOK and Goldman Sachs Bank USA is providing fully committed bridge financing. BofA Securities and TPH&Co., the energy business of Perella Weinberg Partners, acted as financial advisors ONEOK. Sean T. Wheeler, Debbie P. Yee, Camille Walker, David Wheat, P.C., J. Robert Fowler, P.C., Julian J. Seiguer, P.C., Rachael L. Lichman and John D. Furlow of Kirkland & Ellis LLP acted as legal advisors to ONEOK. Morgan Stanley & Co. LLC acted as financial advisor to Magellan. Ryan J. Maierson and Kevin M. Richardson of Latham & Watkins LLP and Richards, Layton & Finger, P.A. acted as legal advisors to Magellan. Morgan Stanley & Co. LLC acted as fairness opinion provider to Magellan Midstream Partners. Paul, Weiss, Rifkind, Wharton & Garrison LLP advised Goldman Sachs as financial advisor to ONEOK. Goldman Sachs & Co. LLC acted as fairness opinion provider to ONEOK, Inc. in the transaction. Innisfree M&A Inc. is the ONEOK's proxy solicitor. Morrow Sodali, LLC and MacKenzie Partners, Inc. are the Magellan's proxy solicitors. Haynes and Boone, LLP represented Citibank, N.A. n connection with an amendment to its $2.5 billion credit facility.

ONEOK, Inc. (NYSE:OKE) acquired Magellan Midstream Partners, L.P. (NYSE:MMP) from ALPS ETF Trust - Alerian MLP ETF (ARCA:AMLP), managed by ALPS Advisors, Inc. and others on September 25, 2023. Magellan common units will no longer be publicly traded on the New York Stock Exchange (NYSE). Shares of ONEOK common stock will continue to trade on the NYSE.