Litigation relating to the Merger could result in an injunction preventing completion of the Merger, substantial costs to ONEOK and Magellan and may adversely affect the combined company’s business, financial condition or results of operations following the merger.

The failure to successfully combine the businesses of ONEOK and Magellan in the expected time frame may adversely affect ONEOK’s future results, which may adversely affect the value of the ONEOK common stock that Magellan unitholders would receive in the Merger.

The Merger Agreement limits our ability to pursue alternatives to the Merger, which may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require Magellan to pay ONEOK a termination fee.