Obligation Magellan Energy Partners 6.55% ( US559080AE69 ) en USD

Magellan Energy Partners

100 % ▼

Etas-Unis

US559080AE69 ( en USD )

6.55% par an ( paiement semestriel )

15/07/2019 - Obligation échue

Prospectus brochure de l'obligation Magellan Midstream Partners US559080AE69 en USD 6.55%, échue

1 000 USD

550 000 000 USD

559080AE6

N/A

N/A

Magellan Midstream Partners, L.P. est une société américaine de partenariat à responsabilité limitée qui possède et exploite un vaste réseau d'infrastructures énergétiques, incluant des pipelines de transport de pétrole brut, de produits raffinés et de gaz naturel, ainsi que des terminaux de stockage.

L'Obligation émise par Magellan Energy Partners ( Etas-Unis ) , en USD, avec le code ISIN US559080AE69, paye un coupon de 6.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2019

Final Prospectus Supplement
Page 1 of 85
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-137166
A filing fee of $16,740, calculated in accordance with
Rule 457(r), has been transmitted to the SEC in connection
with the securities offered from the registration statement
(File No. 333-137166) by means of this prospectus supplement.
Prospectus supplement
(To prospectus dated September 7, 2006)

$300,000,000

6.55% Senior Notes due 2019
This is an offering by Magellan Midstream Partners, L.P. of $300.0 million 6.55% Senior Notes due 2019. Interest
on the notes is payable on January 15 and July 15 of each year beginning January 15, 2010. Interest on the notes
will accrue from June 26, 2009. The notes will mature on July 15, 2019.
We may redeem some or all of the notes at any time or from time to time at a redemption price that includes a
"make-whole" premium, as described 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 and senior to any future subordinated debt that we may incur.
Investing in the notes involves risk. Please read "Risk factors" beginning on page S-9 of this prospectus
supplement and on page 1 of the accompanying prospectus as well as the risk factors discussed in our
2008 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the period ended March 31,
2009.

Proceeds to us

Public offering
Underwriting
(before

price(1)
discount
expenses)(1)
Per note

99.653%
0.65%
99.003%
Total
$298,959,000 $1,950,000 $297,009,000
(1) Plus accrued interest from June 26, 2009, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will not be listed on any national securities exchange or quoted on any automated quotation system.
Currently, there is no public market for the notes.
It is expected that delivery of the notes will be made to investors in registered book-entry form only through the
facilities of The Depository Trust Company on or about June 26, 2009.
Joint Book-Running Managers

J.P. Morgan

Banc of America Securities LLC

SunTrust Robinson Humphrey
Co-Managers

Citi

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Final Prospectus Supplement
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Credit Suisse

Mitsubishi UFJ Securities

Morgan Stanley

Wachovia Securities
June 19, 2009
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Final Prospectus Supplement
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Table of Contents
Table of contents
Prospectus supplement

About this prospectus supplement

ii
Summary

S-1
Risk factors

S-9
Ratio of earnings to fixed charges
S-

12
Use of proceeds
S-

12
Capitalization
S-

13
Description of notes
S-

14
Certain United States federal income tax considerations
S-

29
Underwriting
S-

34
Legal
S-

37
Experts
S-

37
Information regarding forward-looking statements
S-

37
Where you can find more information
S-

40
Prospectus dated September 7, 2006

About this prospectus

1
Magellan Midstream Partners, L.P.

1
Risk factors

1
Information regarding forward-looking statements

2
Ratio of earnings to fixed charges

4
Use of proceeds

4
Description of our common units

5
Description of our debt securities

7
Cash distributions
17
Material tax consequences
23
Legal matters
37
Experts
37
Where you can find more information
37
Incorporation of certain information by reference
38

i
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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 prospectus, which gives more general information about
the securities we may offer from time to time.
If the information about the offering varies between this prospectus supplement and the accompanying
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 or
the accompanying prospectus. We and the underwriters have not authorized anyone to provide you with different
information. We and the underwriters are not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information contained in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the dates shown in these 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 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 prospectus. It does not contain all of the information you should consider before making an
investment decision. You should read the entire prospectus supplement, the accompanying 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 1 of the accompanying prospectus as well as the risk factors discussed in our 2008
Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the period ended March 31, 2009 for
more information about important factors that you should consider before buying 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. As of
March 31, 2009, our asset portfolio consisted of:
· an approximately 8,700-mile petroleum products pipeline system, including 49 terminals;
· seven marine petroleum products terminals and 27 inland petroleum products terminals; and
· an 1,100-mile ammonia pipeline and six company-owned terminals.
Our principal executive offices are located in One Williams Center, Tulsa, Oklahoma 74172 and our phone
number is (918) 574-7000.

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Partnership structure and management
Our general partner has sole responsibility for conducting our business and managing our operations. Our
general partner does not receive a management fee or other compensation in connection with its
management of our business, but it is reimbursed for direct and indirect expenses incurred on our behalf.
The following chart depicts our current organizational and ownership structure. The percentages reflected in
the organizational chart represent approximate ownership interests in us.

Approximate
percentage
Ownership of Magellan Midstream Partners, L.P.

interest

Public common units

98.02%
Magellan GP, LLC general partner interest

1.98%

Total

100.00%

(1) MGG GP is MGG's general partner but does not hold an economic interest; therefore, MGG GP does not
receive distributions from MGG nor is MGG GP allocated any of MGG's net income.

S-2
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Recent developments
Longhorn Pipeline acquisition
We have been selected by the United States Bankruptcy Court in Delaware as the "stalking horse" bidder for
the majority of the assets of Longhorn Partners Pipeline, L.P., which include a 700-mile common carrier
pipeline system that transports refined petroleum products from Houston to El Paso, Texas and a terminal in
El Paso comprised of a 5-bay truck loading rack and over 900,000 barrels of storage. This terminal serves
local petroleum products demand and distributes product to connecting third-party pipelines for ultimate
delivery to markets in Arizona, New Mexico and, in the future, Northern Mexico. We currently serve as the
operator of the pipeline system. The seller of the pipeline system is currently in bankruptcy. Completion of the
acquisition is subject to an auction process by the bankruptcy court and, if we remain the highest bidder
following the auction process, customary closing conditions, including bankruptcy court approval and
regulatory approval. The preliminary purchase price for the pipeline system is $250 million plus the fair market
value of line fill, which is currently estimated at approximately $90 million. We expect to finance the
acquisition with available capacity under our revolving credit facility. We expect the acquisition to be
completed in the third quarter of 2009 if we remain the highest bidder, but we cannot assure you that it will be
completed in that time frame or at all.
Simplification agreement
On March 3, 2009, we and our general partner and MGG and its general partner entered into an Agreement
Relating to Simplification of Capital Structure. The agreement provides for various transformation, distribution
and contribution steps among us, MGG, our respective general partners and MGG's unitholders. Pursuant to
the simplification agreement, among other things, we will transform the incentive distribution rights and
general partnership interest in us owned by our general partner into approximately 39.6 million of our common
units, and those common units will be distributed to MGG. Following the completion of the steps contemplated
in the simplification agreement, MGG will liquidate and redistribute our common units that it receives to its
unitholders. If the simplification is approved, each of MGG's unitholders will receive 0.6325 of our common
units for each MGG common unit, our unitholders will continue to own their existing common units and MGG
will cease to exist. We and MGG expect that the simplification will be completed in the third quarter of 2009.
However, the completion of the simplification is subject to a number of conditions, including the approval of
both our and MGG's unitholders, and there can therefore be no assurance that the simplification will be
completed or that we will realize the expected benefits of the simplification. For additional details about the
simplification agreement, please see our Current Report on Form 8-K as filed with the Securities and
Exchange Commission ("SEC") on March 4, 2009.
EPA issue
In June 2009, we received notice from the Department of Justice (the "DOJ") that the DOJ, at the request of
the Environmental Protection Agency, is prepared to initiate a lawsuit alleging violations of Sections 301 and
311 of the Clean Water Act (the "Act") with respect to a discharge of gasoline that occurred on January 5,
2008 from our petroleum products pipeline near Oologah, Rogers County, Oklahoma. The DOJ stated that
the maximum statutory penalty for the alleged violations of the Act, assuming only mere negligence, is
approximately $1.2 million. The DOJ stated in its notice to us that it does not expect us to pay the maximum
statutory penalty in a settlement although it will explore whether injunctive relief is necessary to prevent future
violations of the Act. We have accrued an amount for this matter based on our best estimates that is less than
the maximum statutory penalty.

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The notes offering
Issuer
Magellan Midstream Partners, L.P.

Securities
$300.0 million aggregate principal amount of 6.55% Senior Notes
due 2019.

Maturity Date
July 15, 2019.

Interest Payment Dates
January 15 and July 15 of each year, beginning January 15, 2010.

Use of Proceeds
We intend to use a portion of the net proceeds from this offering to
repay all borrowings outstanding under our revolving credit facility,
and we will use the balance for general partnership purposes.

Optional Redemption
We may redeem some or all of the notes at any time or from time to
time at a redemption price, which includes a "make-whole"
premium, plus accrued and unpaid interest, if any, to the
redemption date, as described under the caption "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 guarantees or
becomes a co-obligor in respect of any of our funded debt to equally
and ratably guarantee the notes.

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.

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 March 31,
2009, our subsidiaries had no debt for borrowed money owing to
any unaffiliated third parties.

Certain Covenants
We will issue the notes under an indenture with U.S. Bank National
Association, as trustee. The indenture does not limit the amount of
unsecured debt we may incur. The indenture will contain 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.

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Ratings
We have obtained the following ratings on the notes: Baa2 by
Moody's Investors Service, Inc. and BBB by Standard & Poor's
Ratings Services.

A rating reflects only the view of a rating agency and is not a
recommendation to buy, sell or hold the notes. Any rating can be
revised upward or downward or withdrawn at any time by a rating
agency if the rating agency decides that the circumstances warrant
a revision.

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 these notes. Any additional notes having such
similar terms, together with these notes, 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 1 of the accompanying prospectus, as well
as the risk factors discussed in our 2008 Annual Report on Form
10-K and our Quarterly Report on Form 10-Q for the period ended
March 31, 2009, for a discussion of factors you should carefully
consider before investing in the notes.

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

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Summary selected financial and operating data
The following table sets forth summary selected financial data as of and for the years ended December 31,
2006, 2007 and 2008 and as of and for the three months ended March 31, 2008 and 2009. This financial data
was derived from our audited consolidated financial statements and related notes included in our Current
Report on Form 8-K filed with the SEC on May 21, 2009 and from our unaudited consolidated financial
statements and related notes included in our Quarterly Report on Form 10-Q for the three months ended
March 31, 2008 and 2009. 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 prospectus and have been filed with the SEC. All other
amounts have been prepared from our financial records.
The financial measures of Adjusted EBITDA and operating margin, which are not prepared in accordance with
generally accepted accounting principles, or "GAAP," are presented in the summary selected historical
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 Adjusted EBITDA, which is a non-GAAP measure, in the following schedules as net income plus
provision for income taxes, debt prepayment premium, debt placement fee amortization, interest expense (net
of interest income and interest capitalized) and depreciation and amortization. Adjusted EBITDA should not
be considered an alternative to net income, operating profit, cash flow from operations or any other measure
of financial performance presented in accordance with GAAP. Because Adjusted EBITDA excludes some
items that affect net income and these items may vary among other companies, the Adjusted EBITDA data
presented may not be comparable to similarly titled measures of other companies. Our management uses
Adjusted EBITDA as a performance measure to assess the viability of projects and to determine overall rates
of return on alternative investment opportunities. A reconciliation of Adjusted EBITDA to net income, the
nearest comparable GAAP measure, is included in the following schedules.
In addition to Adjusted EBITDA, the non-GAAP measure of operating margin (in the aggregate and by
segment) is presented in the following tables. 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 tables. A
reconciliation of segment operating margin to segment operating profit is included in our Form 8-K filed with
the SEC on May 21, 2009 and our Quarterly Report on Form 10-Q for the three months ended March 31,
2009. 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.

S-6
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