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Joint ownership of BridgeTex Pipeline Company announced

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World Pipelines,

Plains All American Pipeline, L.P. (PAA), Magellan Midstream Partners, L.P. (MMP), and OMERS, the defined benefit pension plan for municipal employees in Ontario, Canada, along with OMERS Infrastructure Management Inc., the infrastructure investment manager of OMERS, has 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 for US$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 4Q18, subject to the satisfaction of customary closing conditions.

BridgeTex owns the BridgeTex pipeline, a 400 000 bpd 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 bpd 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 US 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.

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