Obbligazione Magellan Energy Partners 4.2% ( US559080AF35 ) in USD

Magellan Energy Partners

79.099 USD ⇌

Stati Uniti

US559080AF35 ( in USD )

4.2% per anno ( pagato 2 volte l'anno)

01/12/2042

Prospetto opuscolo dell'obbligazione Magellan Midstream Partners US559080AF35 en USD 4.2%, scadenza 01/12/2042

/

/

559080AF3

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/06/2026 ( In 54 giorni )

Magellan Midstream Partners, L.P. è una società di pipeline di midstream di energia negli Stati Uniti, che opera nel trasporto, nello stoccaggio e nella distribuzione di petrolio greggio, prodotti petroliferi raffinati e gas naturale liquefatto.

The Obbligazione issued by Magellan Energy Partners ( United States ) , in USD, with the ISIN code US559080AF35, pays a coupon of 4.2% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/12/2042

The Obbligazione issued by Magellan Energy Partners ( United States ) , in USD, with the ISIN code US559080AF35, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Magellan Energy Partners ( United States ) , in USD, with the ISIN code US559080AF35, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Definitive Prospectus Supplement
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424B2 1 d423151d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-183013
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Aggregate Offering
Title of Each Class of Securities to be Registered

Price

Registration Fee(1)
4.20% Senior Notes Due 2042

$250,000,000

$34,100
(1) The filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the securities offered from Registration Statement File
No. 333-183013 by means of this prospectus supplement.
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PROSPECTUS SUPPLEMENT
(To prospectus dated August 2, 2012)

This is an offering by Magellan Midstream Partners, L.P. of $250 million aggregate principal amount of 4.20% Senior Notes due
2042. Interest on the notes is payable on June 1 and December 1 of each year beginning June 1, 2013. Interest on the notes will
accrue from November 9, 2012. The notes will mature on December 1, 2042.
We may redeem some or all of the notes at any time or from time to time at the applicable redemption prices described in this
prospectus supplement under the caption "Description of Notes--Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our existing and future senior debt, including
borrowings under our revolving credit facility, and senior to any future subordinated debt that we may incur.
The notes are a new issue of securities with no established trading market. We do not currently intend to apply for listing of the
notes on any securities exchange or quoted on any automated quotation system.
Investing in the notes involves risks that are described in the "Risk Factors " section beginning on page S-9 of this
prospectus supplement and on page 3 of the accompanying base prospectus, as well as the risk factors discussed in
our Annual Report on Form 10-K for the year ended December 31, 2011.

Per Note

Total

Public offering price(1)

99.338%
$ 248,345,000
Underwriting discount

0.875%

$
2,187,500
Proceeds, before expenses, to us(1)

98.463%
$ 246,157,500
(1) Plus accrued interest from November 9, 2012, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any
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representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts
of its participants on or about November 9, 2012.

Joint Book-Running Managers

Barclays
Deutsche Bank Securities
SunTrust Robinson Humphrey

Wells Fargo Securities

Co-Managers

Citigroup

J.P. Morgan

Mitsubishi UFJ Securities
PNC Capital Markets LLC

UBS Investment Bank

US Bancorp
The date of this prospectus supplement is November 2, 2012
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TABLE OF CONTENTS
Prospectus Supplement

About this Prospectus Supplement

S-ii
Summary

S-1

Risk Factors

S-9

Ratio of Earnings to Fixed Charges

S-12
Use of Proceeds

S-13
Capitalization

S-14
Description of Notes

S-15
Certain United States Federal Income Tax Considerations

S-29
Underwriting

S-33
Legal

S-36
Experts

S-36
Information Regarding Forward-Looking Statements

S-36
Where You Can Find More Information

S-38

Prospectus

About this Prospectus

1

Risk Factors

3

Information Regarding Forward-Looking Statements

4

Ratio of Earnings to Fixed Charges

6

Use of Proceeds

6

Description of Our Debt Securities

7

Description of Our Common Units

17

Cash Distributions

19

Description of Our Partnership Agreement

21

Material Tax Considerations

28

Investment by U.S. Employee Benefit Plan

45

Legal Matters

47

Experts

47

Where You Can Find More Information

47

Incorporation of Certain Information by Reference

47

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of notes. The second part is the accompanying base
prospectus, which gives more general information about the securities we may offer from time to time. Generally when we refer only to the "prospectus," we are referring to both
parts combined.
If the information about the offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus
supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus and any free writing
prospectus filed by us with the Securities and Exchange Commission (the "SEC"). Neither we nor the underwriters have authorized anyone to provide you with different or
additional information. We and the underwriters are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the
information contained in this prospectus supplement, the accompanying base prospectus and any free writing prospectus is accurate as of any date other than the dates shown in
those documents or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Our business,
financial condition, results of operations and prospects may have changed since such dates.
None of Magellan Midstream Partners, L.P., the underwriters or any of their respective representatives is making any representation to you regarding the legality of an
investment in the notes by you under applicable laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of an investment in the
notes.
As used in this prospectus supplement and the accompanying base prospectus, unless we indicate otherwise, the terms "our," "we," "us" and similar terms refer to Magellan
Midstream Partners, L.P., together with our subsidiaries.

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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying base prospectus. It does not contain all of the
information that you should consider before making an investment decision. You should read the entire prospectus supplement, the accompanying base prospectus, the
documents incorporated by reference and the other documents to which we refer for a more complete understanding of this offering. Please read "Risk Factors" beginning on
page S-9 of this prospectus supplement and page 3 of the accompanying base prospectus, as well as the risk factors discussed in our Annual Report on Form 10-K for the year
ended December 31, 2011, for more information about important factors that you should consider before purchasing notes in this offering.
Magellan Midstream Partners, L.P.
We were formed as a limited partnership under the laws of the State of Delaware in August 2000 to own, operate and acquire a diversified portfolio of complementary
energy assets. We are principally engaged in the transportation, storage and distribution of petroleum products. As of September 30, 2012, our three operating segments included:

· petroleum pipeline system, comprised of approximately 9,600 miles of pipeline and 50 terminals;

· petroleum terminals, which includes storage terminal facilities (consisting of six marine terminals located along coastal waterways and crude oil storage in Cushing,

Oklahoma) and 27 inland terminals; and

· ammonia pipeline system, representing our 1,100-mile ammonia pipeline and six associated terminals.
Our principal executive offices are located in One Williams Center, Tulsa, Oklahoma 74172 and our phone number is (918) 574-7000.
Partnership Structure and Management
Our operations are conducted through, and our operating assets are owned by, our subsidiaries. Our general partner, which is also a wholly owned subsidiary, has sole
responsibility for conducting our business and managing our operations. Our general partner has a non-economic general partner interest in us and does not receive a management
fee or other compensation in connection with its management of our business.
The following table describes our current ownership structure. The percentages reflected in the table, other than the general partner interest, represent approximate
ownership interests in us.

Percentage
Ownership of Magellan Midstream Partners, L.P.

interest
Public common units

99.8%
Officer and director common units

0.2%
General partner interest

0.0%

Total

100.0%

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Recent Developments
Proposed BridgeTex Pipeline
In June 2012, we and Occidental Petroleum Corporation ("Occidental") launched an open season to jointly assess customer interest in a new common carrier pipeline
construction project to transport approximately 300,000 barrels per day of crude oil from Colorado City, Texas to the Houston Gulf Coast area. Subject to necessary permits and
regulatory approvals, the proposed BridgeTex Pipeline is expected to begin service during mid-2014. As currently contemplated, we would own 50% of the joint project, and our
share of the project cost would be approximately $600.0 million. We remain in advanced discussions with Occidental but cannot provide assurance that we and Occidental will
proceed with this proposed project on the terms currently contemplated or at all.

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The Notes Offering

Issuer
Magellan Midstream Partners, L.P.

Securities
$250 million aggregate principal amount of 4.20% Senior Notes due 2042.

Maturity Date
December 1, 2042.

Interest Payment Dates
June 1 and December 1 of each year, beginning June 1, 2013. Interest will accrue from November 9, 2012.

Use of Proceeds
We intend to use the net proceeds from this offering for general partnership purposes, including capital
expenditures and investments in interest bearing securities or accounts. See "Use of Proceeds" in this
prospectus supplement.

Optional Redemption
We may redeem some or all of the notes at any time or from time to time prior to maturity. If we elect to redeem
the notes prior to June 1, 2042 (the date that is six months prior to the maturity date of the notes) we will pay an
amount equal to the greater of 100% of the principal amount of the notes to be redeemed and the sum of the
present values of the remaining scheduled payments of principal and interest on the notes, plus a make-whole
premium. If we elect to redeem the notes on or after June 1, 2042 (the date that is six months prior to the
maturity date of the notes) we will pay an amount equal to 100% of the principal amount of the notes to be
redeemed. We will pay accrued and unpaid interest, if any, on the notes redeemed to the redemption date. See
"Description of Notes--Optional Redemption."

Subsidiary Guarantees
Our subsidiaries will not initially guarantee the notes. In the future, however, we will cause any of our
subsidiaries that subsequently guarantee or become a co-obligor in respect of any of our funded debt to equally
and ratably guarantee the notes offered hereby.

Ranking
The notes will be our senior unsecured obligations and will rank equally with all of our other existing and
future senior debt, including borrowings under our revolving credit facility, and senior to any future
subordinated debt that we may incur.

We conduct substantially all of our business through our subsidiaries. The notes will be structurally
subordinated to all existing and future debt and other liabilities, including trade payables, of any of our

non-guarantor subsidiaries. As of September 30, 2012, our subsidiaries had no debt for borrowed money
owing to any unaffiliated third parties.

Certain Covenants
We will issue the notes under an indenture, as supplemented by the second supplemental indenture, with U.S.
Bank National Association,

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as trustee. The indenture does not limit the amount of unsecured debt we may incur. The indenture contains

limitations on, among other things, our ability to:

· incur debt secured by certain liens;

· engage in certain sale-leaseback transactions; and

· consolidate, merge or dispose of all or substantially all of our assets.

Additional Issuances
We may, at any time, without the consent of the holders of the notes, issue additional notes having the same
interest rate, maturity and other terms as the notes offered hereby (except for the issue date, the public offering
price and, if applicable, the first interest payment date). Any additional notes having such similar terms,
together with the notes offered hereby, will constitute a single series under the indenture.

Risk Factors
Please read "Risk Factors" beginning on page S-9 of this prospectus supplement and on page 3 of the
accompanying base prospectus, as well as the risk factors discussed in our Annual Report on Form 10-K for
the year ended December 31, 2011, for a discussion of factors you should carefully consider before investing
in the notes.

Governing Law
The notes and the indenture governing the notes will be governed by New York law.

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Summary Financial and Operating Data
The following table sets forth summary financial and operating data as of and for the years ended December 31, 2009, 2010 and 2011 and as of and for the nine months
ended September 30, 2011 and 2012. This financial data was derived from our audited consolidated financial statements and related notes included in our Annual Report on Form
10-K for the year ended December 31, 2011 and from our unaudited consolidated financial statements and related notes included in our Quarterly Report on Form 10-Q for the nine
months ended September 30, 2012. The financial data set forth below should be read in conjunction with those consolidated financial statements and the notes thereto, which are
incorporated by reference into this prospectus supplement and the accompanying base prospectus and have been filed with the SEC. All other data have been derived from our
financial records.
The financial measures of distributable cash flow, adjusted EBITDA and operating margin, which are not prepared in accordance with generally accepted accounting
principles ("GAAP") are presented in the summary financial data. We have presented these financial measures because we believe that investors benefit from having access to the
same financial measures utilized by management.
We define distributable cash flow and adjusted EBITDA, which are non-GAAP measures, in the following table. Our partnership agreement requires that all of our
available cash, less amounts reserved by our general partner's board of directors, be distributed to our limited partners. Management uses distributable cash flow and adjusted
EBITDA to determine the amount of available cash that our operations generated that is available for distribution to our limited partners. A reconciliation of distributable cash
flow and adjusted EBITDA to net income, the most directly comparable GAAP measure, is included in the following table.
In addition to distributable cash flow and adjusted EBITDA, the non-GAAP measure of operating margin (in the aggregate and by segment) is presented in the "Income
Statement Data" and "Other Data" sections of the following table. We compute the components of operating margin by using amounts that are determined in accordance with GAAP.
A reconciliation of total operating margin to operating profit, which is its nearest comparable GAAP financial measure, is included in the following table. A reconciliation of
segment operating margin to segment operating profit is included in our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Report on Form
10-Q for the nine months ended September 30, 2012. Operating margin is an important measure of the economic performance of our core operations. This measure forms the basis
of our internal financial reporting and is used by our management in deciding how to allocate capital resources between segments. Operating profit, alternatively, includes expense
items, such as depreciation and amortization and general and administrative expenses, which our management does not consider when evaluating the core profitability of an
operation.

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