SEC Form POSASR filed by Magellan Midstream Partners L.P. Limited Partnership

As filed with the Securities and Exchange Commission on October 11, 2023.

Registration No. 333-253266

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3 

REGISTRATION STATEMENT NO. 333-253266 

UNDER

THE SECURITIES ACT OF 1933

MAGELLAN MIDSTREAM PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

One Williams Center

Tulsa, Oklahoma 74172

(918) 574-7000 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Walter S. Hulse III

Chief Financial Officer, Treasurer and Executive Vice President,

Investor Relations and Corporate Development

Magellan GP, LLC

100 West Fifth Street

Tulsa, Oklahoma 74173

(918) 588-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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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 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

Magellan Midstream Partners, L.P., a Delaware limited partnership (“Magellan”), is filing this post-effective amendment (this “Post-Effective Amendment”) to the Registration Statement on Form S-3 (No. 333-253266) (the “Registration Statement”), which was filed with the Securities and Exchange Commission on February 18, 2021 registering an indeterminate amount of common units representing partner interests in Magellan, preferred units representing partner interests in Magellan and debt securities of Magellan, to deregister any and all securities registered but unsold or otherwise unissued under such Registration Statement as of the date hereof.

On September 25, 2023, pursuant to the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated May 14, 2023, by and among ONEOK, Inc., an Oklahoma corporation (“ONEOK”), Otter Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and wholly owned direct, subsidiary of ONEOK and Magellan, Merger Sub merged with and into Magellan, as a result of which Magellan became a wholly owned, direct, subsidiary of ONEOK.

As a result of the completion of the transactions contemplated by the Merger Agreement, Magellan has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by Magellan in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings, Magellan hereby removes from registration by means of this Post-Effective Amendment all of such securities registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and Magellan hereby terminates the effectiveness of the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on this 11th day of October, 2023.

Note: No other person is required to sign this Post-Effective Amendment to Form S-3 Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.