Market Overview

Plains All American, Magellan Midstream and OMERS Infrastructure Announce Joint Ownership of BridgeTex Pipeline Company, LLC

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Announcement Highlights:

  • OMERS to acquire 50% interest in BridgeTex for $1.438 billion
  • Plains All American to sell a 30% interest (will retain a 20%
    interest)
  • Magellan Midstream to sell a 20% interest (will retain a 30%
    interest)
  • Transaction expected to close in the fourth quarter of 2018

Plains All American Pipeline, L.P. (NYSE: PAA)
("Plains"), Magellan Midstream Partners, L.P. (NYSE:MMP) ("Magellan"),
and OMERS, the defined benefit pension plan for municipal employees in
Ontario, Canada ("OMERS"), along with OMERS Infrastructure Management
Inc. ("OMERS Infrastructure"), the infrastructure investment manager of
OMERS, today announced that certain of their subsidiaries have entered
into a definitive agreement whereby Plains and Magellan will
collectively sell a 50% interest in BridgeTex Pipeline Company, LLC
("BridgeTex") for $1.438 billion. OMERS will acquire a 30% interest from
Plains and a 20% interest from Magellan, with Plains and Magellan each
receiving a proportionate share of the total purchase price. Following
closing, OMERS will own a 50% interest, Plains will retain a 20%
interest, and Magellan will continue to operate the BridgeTex pipeline
and own a 30% interest. The transaction is expected to close in the
fourth quarter of 2018, subject to the satisfaction of customary closing
conditions.

BridgeTex owns the BridgeTex pipeline, a 400,000 barrel-per-day crude
oil pipeline system that extends from Colorado City in West Texas to
Houston, with further connectivity for BridgeTex shippers to the Texas
City area. At Colorado City, BridgeTex pipeline sources crude oil from
Plains' Basin and Sunrise pipeline systems. BridgeTex delivers volumes
into Magellan's East Houston terminal and Magellan's Houston crude oil
distribution system with connection to refineries in Houston and Texas
City as well as to marine export capabilities via Magellan's Seabrook
Logistics joint venture terminal. BridgeTex pipeline capacity is being
expanded to 440,000 barrels per day by early 2019.

"We're excited to enter into this joint venture with Plains All American
and Magellan, consistent with our strategy to build long-term investment
partnerships with leading corporations," said Michael Ryder, Senior
Managing Director, Americas for OMERS Infrastructure. "The addition of
BridgeTex marks our re-entry into the U.S. midstream sector and is a
welcome addition to our high-quality infrastructure portfolio," he added.

"OMERS investment adds another long-term oriented owner to our joint
venture," said Willie Chiang, Plains' chief operating officer and
Michael Mears, Magellan's chief executive officer. "Furthermore, this
transaction provides both Plains and Magellan proceeds to fund
additional growth projects while allowing us to maintain a meaningful
position in BridgeTex, which is strongly aligned with investments owned
by both Plains and Magellan along the crude oil value chain."

Barclays served as financial advisor for Plains, and Jefferies advised
OMERS. Legal advisors included: Vinson & Elkins LLP for Plains,
GableGotwals for Magellan and Sidley Austin LLP for OMERS.

About Magellan Midstream Partners, L.P.

Magellan Midstream Partners, L.P. is a publicly traded partnership that
primarily transports, stores and distributes refined petroleum products
and crude oil. The partnership owns the longest refined petroleum
products pipeline system in the country, with access to nearly 50% of
the nation's refining capacity, and can store more than 100 million
barrels of petroleum products such as gasoline, diesel fuel and crude
oil. More information is available at www.magellanlp.com.

About Plains All American Pipeline, L.P.

Plains All American Pipeline, L.P. is a publicly traded master limited
partnership that owns and operates midstream energy infrastructure and
provides logistics services for crude oil, NGLs and natural gas. Plains
owns an extensive network of pipeline transportation, terminalling,
storage and gathering assets in key crude oil and NGL producing basins
and transportation corridors and at major market hubs in the United
States and Canada. On average, Plains handles more than 5 million
barrels per day of crude oil and NGL in its Transportation segment.
Plains is headquartered in Houston, Texas. More information is available
at www.plainsallamerican.com.

About OMERS and OMERS Infrastructure

OMERS Infrastructure invests globally in infrastructure assets on behalf
of OMERS, the defined benefit pension plan for Ontario's municipal
employees. Investments are aimed at steady returns to help deliver
strong and sustainable pensions to OMERS members. OMERS Infrastructure's
diversified portfolio of large-scale infrastructure assets exhibits
stability and strong cash flows, in sectors including energy,
transportation and government-regulated services.

OMERS has employees in Toronto and other major cities across North
America, the U.K., Europe, Asia and Australia. OMERS is one of Canada's
largest defined benefit pension funds, with net assets of more than C$95
billion. Visit www.omersprivatemarkets.com
for more information.

Forward Looking Statements:

This press release includes certain statements concerning expectations
for the future that are forward-looking statements as defined by federal
law. Such forward-looking statements are subject to a variety of known
and unknown risks, uncertainties, and other factors that could cause
actual results or outcomes to differ materially from results or outcomes
anticipated in the forward-looking statements. Important risks,
uncertainties and other factors that could affect future results or
outcomes are discussed in Plains' and Magellan's filings with the
Securities and Exchange Commission. Plains and Magellan undertake no
obligation to update or revise any forward-looking statement to reflect
new information or events occurring after today's date.

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