EIP Launches a Website in its "Just Vote No" Campaign against the Merger between ONEOK, Inc and Magellan Midstream Partners, LP

WESTPORT, Conn., Aug. 22, 2023 /PRNewswire/ -- Energy Income Partners, LLC (EIP) the fourth largest shareholder in Magellan Midstream Partners, L.P. launches a website in its "Just Vote No" Campaign against the merger between ONEOK, Inc. (OKE) and Magellan Midstream Partners, L.P. (MMP). The website can be found at www.votemmp.com.

EIP remains steadfast in its stance against the proposed merger, primarily citing concerns about industrial logic and a failure to explore more strategic alternatives. EIP observed, "This isn't a merger that will create a better company; it's trading the excellence of a top-tier company for a mediocre one. This proposed merger is a clear case of 'diworsification'."

Key Points Highlighted by EIP Include:

• The deal undervalues Magellan's industry leading returns on invested capital and stable earnings profile.
• The proposed combination of OKE and MMP generates de minimis synergies that are more than offset by additional interest charges related to the debt to consummate the deal.
• Financial projections in the S-4 show the annualized return on OKE's new growth capital invested is just 5%, or that the base business EBITDA is declining.
• These factors negate any argument that the combined company offers either diversification or a better future than a stand-alone MMP as investors can buy OKE in their portfolios if they choose.
• Magellan did not conduct a proper process or invite other bids, nor did they provide any financial analysis of Magellan as a standalone C-Corporation using a Sec. 351 conversion. 
• The Magellan Board has not responded to our two letters to engage in any way to further this discussion or defend their lack of analysis of alternatives.
• The deal premium is more than offset by unitholder taxes and lost dividend income as the $2.7 billion tax payment from MMP unitholders provides a direct benefit to the merged company of which MMP unitholders would have only a 23% share.
• Magellan also failed to outline alternative ways of structuring the transaction in a way that is more tax efficient for its unitholders. "

About Energy Income Partners, LLC

Founded in 2003, Energy Income Partners (EIP), LLC is an asset manager based in Westport, CT focusing on energy infrastructure. EIP's team has significant experience in the energy, pipeline and utility industries. As of July 31, 2023 EIP has $5.2 billion in assets under management. www.eipinvestments.com

Disclosures:

This is not a solicitation of authority to vote your proxy. Please DO NOT send us your proxy card. Energy Income Partners, LLC is not able to vote your proxies, nor does this communication contemplate such an event. EIP urges shareholders to vote against the proposed merger or not vote which will have the same effect as voting no.

The views expressed are those of Energy Income Partners, LLC as of the date referenced and are subject to change at any time based on market or other conditions. These views are not intended to be a forecast of future events or a guarantee of future results. These views may not be relied upon as investment advice. The information provided in this material should not be considered a recommendation to buy or sell any of the securities mentioned. It should not be assumed that investments in such securities have been or will be profitable. This piece is for informational purposes and should not be construed as a research report.

Energy Income Partners, LLC conducted its own analysis based upon information available to it at the time of the analysis which may change at any time without notice and does not make any warranty as to the accuracy or completeness of any analysis, data point, assumption or opinion presented herein. 

Distribution of this letter, regardless of the means or format of its delivery, does not constitute the provision of tax advice by EIP, nor should any general analysis piece be relied upon for the formulation of any targeted tax strategy. For more information regarding specific personal or corporate tax matters, including, but not limited to, personal tax implications relating to specific portfolio transactions, please consult a qualified tax professional.

SOURCE Energy Income Partners, LLC