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): April 12, 2007
MAGELLAN MIDSTREAM PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-16335 | 73-1599053 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
One Williams Center
Tulsa, Oklahoma 74172
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (918) 574-7000
(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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On April 12, 2007, Magellan Midstream Partners, L.P. (the “Partnership”), Magellan GP, LLC, Magellan OLP, L.P., Magellan Operating GP, LLC, Magellan Pipeline Company, L.P., Magellan Pipeline Terminals, L.P. and Magellan Pipeline GP, LLC entered into an underwriting agreement (the “Underwriting Agreement”) with Wachovia Capital Markets, LLC and Citigroup Global Markets Inc., each acting on behalf of itself and acting together as the representatives of J.P. Morgan Securities, Inc., Lazard Capital Markets LLC, Lehman Brothers Inc. and SunTrust Capital Markets, Inc. (collectively, the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Senior Notes Offering”) by the Partnership of $250.0 million aggregate principal amount of 6.400% Senior Notes due 2037 (the “Senior Notes”). The Senior Notes were issued at 99.560% of the face value amount and the Partnership agreed to sell the Senior Notes to the Underwriters at a purchase price of 98.685% of the principal amount thereof.
Subject to customary conditions to closing, the transactions contemplated by the Underwriting Agreement will be consummated on April 19, 2007.
Item 9.01 Financial Statements and Exhibits.
| Exhibit 10.1 | Underwriting Agreement dated April 12, 2007 among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan OLP, L.P., Magellan Operating GP, LLC, Magellan Pipeline Company, L.P., Magellan Pipeline Terminals, L.P., Magellan Pipeline GP, LLC, Wachovia Capital Markets, LLC and Citigroup Global Markets Inc. | |
| Exhibit 99.1 | Press release dated April 12, 2007. | |
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 | |
| By: | /s/ Lonny E. Townsend | |
| Name: |
Lonny E. Townsend | |
| Title: |
Vice President and General Counsel, | |
April 13, 2007
EXHIBIT INDEX
| Exhibit Number |
Description | |
| Exhibit 10.1 | Underwriting Agreement dated April 12, 2007 among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan OLP, L.P., Magellan Operating GP, LLC, Magellan Pipeline Company, L.P., Magellan Pipeline Terminals, L.P., Magellan Pipeline GP, LLC, Wachovia Capital Markets, LLC and Citigroup Global Markets Inc. | |
| Exhibit 99.1 | Press release dated April 12, 2007. | |