Magellan Midstream Partners, L.P. (Form: 8-K, Received: 09/25/2020 14:35:55)

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): September 25, 2020

Magellan Midstream Partners, L.P.

(Exact Name of Registrant as Specified in 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Units	MMP	New York Stock Exchange

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment No. 4 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership

On September 25, 2020, Magellan GP, LLC, acting in its capacity as the general partner of Magellan Midstream Partners, L.P. (the “Partnership”) and on behalf of the limited partners of the Partnership, entered into Amendment No. 4 (the “LPA Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership. The LPA Amendment, which is effective as of September 25, 2020, allows the Chief Executive Officer of the Partnership's general partner to change the Partnership's registered agent, extends the number of days in advance of the Partnership's annual meeting that the record date may be and adds a forum selection clause. The LPA Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 3.1 Amendment No. 4, effective as of September 25, 2020, to the Fifth Amended and Restated Agreement of Limited Partnership of Magellan Midstream Partners, L.P. dated as of September 28, 2009.

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

Date: September 25, 2020	By:	/s/ Suzanne H. Costin
	Name:	Suzanne H. Costin
	Title:	Vice President and Corporate Secretary

Exhibit 3.1

AMENDMENT NO. 4 TO

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

MAGELLAN MIDSTREAM PARTNERS, L.P.

This Amendment No. 4 (this “Amendment No. 4”) to the Fifth Amended and Restated Agreement of Limited Partnership (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 and as of the date hereof, the “Partnership Agreement”) of Magellan Midstream Partners, L.P. (the “Partnership”) is hereby executed and effective as of September 25, 2020, by Magellan GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, on its own behalf and as attorney in fact on behalf of the Limited Partners pursuant to Section 2.6 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

WHEREAS the General Partner, without the approval of any Partner or Assignee, may amend any provision of the Partnership Agreement pursuant to Section 13.1(d) of the Partnership Agreement, to reflect a change that, in the discretion of the General Partner, does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and

WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d) of the Partnership Agreement, the General Partner has determined that the following amendments to the Partnership Agreement do not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.

NOW, THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

Section 1. Section 2.3 Amendment. Section 2.3 of the Partnership Agreement is hereby deleted in its entirety and replaced with the following:

“Section 2.3. Registered Office; Registered Agent; Principal Office; Other Offices.

Unless and until changed by the Chief Executive Officer of the General Partner, acting in his or her sole discretion, the registered office of the Partnership in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the General Partner shall be located at One Williams Center, Tulsa, Oklahoma 74172, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems necessary or appropriate. The address of the General Partner shall be One Williams Center, Tulsa, Oklahoma 74172 or such other place as the General Partner may from time to time designate by notice to the Limited Partners.”

Section 2. Section 13.6 Amendment. Section 13.6 of the Partnership Agreement is hereby deleted in its entirety and replaced with the following:

“Section 13.6. Record Date.

For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals without a meeting as provided in Section 13.11, the General Partner may set a Record Date, which shall not be less than 10 nor more than 90 days before (a) the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Limited Partner Interests are listed for trading, in which case the rule, regulation guideline or requirement of such exchange shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Limited Partners are requested in writing by the General Partner to give such approvals.”

Section 3. Section 15.11 Amendment. A new Section 15.11 shall be added to the Partnership Agreement to read in its entirety as follows:

“Section 15.11. Forum Selection.

Unless the Partnership consents in writing to the selection of an alternative forum, (a) the federal district courts of the United States of America located in the State of Delaware shall be the sole and exclusive forum for the resolution of any federal securities claims or complaints, specifically including those arising under the Securities Act of 1933, and (b) the Delaware Court of Chancery shall be the sole and exclusive forum for the resolution of all other claims or complaints arising under or in connection with this Agreement. The Limited Partners waive any objection to such forums on the grounds of venue, forum non-conveniens or any similar ground.”

Section 4. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

Section 5. Governing Law. This Amendment No. 4 will be governed by and construed in accordance with the laws of the State of Delaware.

Section 6. Severability. Each provision of this Amendment No. 4 shall be considered severable, and, if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment No. 4 that are valid, enforceable and legal.

[signature page follows]

IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 4 as of the date first set forth above.

GENERAL PARTNER:

MAGELLAN GP, LLC

By: /s/ Michael N. Mears

Name: Michael N. Mears

Title: President and Chief Executive Officer

LIMITED PARTNERS:

All Limited Partners now and hereafter admitted as

Limited Partners of the Partnership, pursuant to powers

of attorney granted to the General Partner pursuant to

Section 2.6 of the Partnership Agreement

By: MAGELLAN GP, LLC, attorney in fact

By: /s/ Michael N. Mears

Name: Michael N. Mears

Title: President and Chief Executive Officer