Announcement • Sep 15

Unitholders File Six Lawsuits Against Magellan Midstream Partners, L.P

As previously announced, on May 14, 2023, Magellan Midstream Partners, L.P. (Magellan), entered into an Agreement and Plan of Merger with ONEOK Inc. and Otter Merger Sub, LLC, pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Magellan with Magellan continuing as the surviving entity and a wholly owned subsidiary of ONEOK. Following the entry into the Merger Agreement, six lawsuits have been filed by purported unitholders of Magellan related to the Merger: Gerald Joseph Lovoi versus Magellan Midstream Partners, L.P., et al., No. 23-cv-06452 (S.D.N.Y. July 26, 2023); Ryan O’Del lversus Magellan Midstream Partners, L.P., et al., No. 23-cv-06679 (S.D.N.Y. July 31, 2023); Phil Lifschitz versus Magellan Midstream Partners, L.P., et al., No. 23-cv-06858 (S.D.N.Y. August 4, 2023); John McDaniels versus Magellan Midstream Partners, L.P., et al., No. 23-cv-07522 (S.D.N.Y. August 24, 2023); Mary Philips versus Magellan Midstream Partners, L.P., et al., No. 23-cv-00939 (D. Del. August 28, 2023); and Berney Harris SEP-IRA versus Magellan Midstream Partners, L.P., et al., No. 23-cv-07698 (S.D.N.Y. August 30, 2023) (collectively, the “Unitholder Actions”). Each of the Unitholder Actions asserts that certain allegedly material omissions in the joint proxy statement/prospectus purportedly give rise to violations of Section 14(a) of the Securities and Exchange Act of 1934, as amended (“ Exchange Act”), Rule 14a-9 promulgated thereunder, and Section 20(a) of the Exchange Act. Each of the Unitholder Actions seek, among other relief, an order preliminarily and permanently enjoining the Merger. Additionally, following the entry into the Merger Agreement, Magellan received ten demand letters (the “ Demand Letters”) from purported unitholders of Magellan claiming disclosure deficiencies with respect to the Registration Statement, similar to the deficiencies asserted in the Unitholder Actions. It is possible that additional, or similar demand letters may be received by Magellan, or that complaints making similar allegations to the Unitholder Actions may be filed, regarding the Merger. Absent new or different allegations that are material or a disclosure obligation under the U.S. federal securities laws, Magellan will not necessarily disclose such additional demands or complaints. Magellan believes that the disclosures in the joint proxy statement/prospectus comply fully with applicable law, that no further disclosure beyond that already contained in the joint proxy statement/prospectus is required under applicable law, and that the allegations asserted in both the Unitholder Actions and Demand Letters are entirely without merit. However, in order to moot these disclosure claims, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Merger, and without admitting any liability or wrongdoing, Magellan is voluntarily supplementing the joint proxy statement/prospectus with the supplemental disclosures. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures. To the contrary, Magellan specifically denies all allegations in the Unitholder Actions and Demand Letters that any additional disclosure was or is required.

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