    Filed by Magellan Midstream Partners, L.P. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Magellan Midstream Holdings, L.P. Commission File No.: 001-32745 |
    UBS MLP One-on-One Conference Las Vegas June 2009 NYSE: MGG NYSE: MMP |
 3 This presentation may contain forward-looking statements. These statements are
based on management’s assumptions concerning future performance
which we believe are reasonable. Nevertheless, actual outcomes could be
materially different. You should make your own assessment as to our
future performance based on risk factors and other information disclosed
in our filings with the Securities and Exchange Commission (SEC).
MMP and MGG have filed a joint proxy statement/prospectus and other documents
with the SEC in relation to the proposed simplification of our capital
structure. Investors and security holders are urged to read these documents carefully because they contain important information regarding MMP, MGG
and the simplification. Once finalized, a definitive joint proxy
statement/prospectus will be sent to unitholders of MMP and MGG seeking
their approvals as contemplated by the simplification agreement. Once available, investors and security holders may obtain a free copy of the joint proxy statement/prospectus and
other documents containing information about MMP and MGG at the
SEC’s website at www.sec.gov. Copies
of the joint proxy statement/prospectus and the SEC filings incorporated
by reference in the joint proxy statement/prospectus may also be
obtained free of charge by contacting Investor Relations at (877) 934-6571 or by accessing www.magellanlp.com or www.mgglp.com. MMP, MGG and the officers and directors of the general partner of each partnership
may be deemed to be participants in the solicitation of proxies from
their security holders. Information about these persons can be found in
the annual report and proxy statement for each partnership as filed with the SEC, and additional information about such persons may be obtained from the joint proxy
statement/prospectus. This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of the Securities Act
of 1933, as amended. Legal Disclaimer |
 4 Key U.S. Petroleum Infrastructure Longest U.S. refined petroleum products pipeline system Access to more than 40% of refining capacity in the continental U.S. Over 80 petroleum terminals with more than 60mm barrels of storage
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 5 Magellan Midstream Partners, L.P. (NYSE: MMP) Petroleum Products Pipeline System – 79%* 2% GP+IDRs 98% LP * Percentage of 2008 operating margin Magellan Midstream Holdings, L.P. (NYSE: MGG) 100% LP Public Magellan’s Current Structure Marine and Inland Terminals – 19%* Ammonia Pipeline System – 2%* Public |
 6 Primarily Fee-Based Business Transportation 46% Commodity price sensitive activities 25% Terminal delivery fees 5% Fee-based ancillary services 10% Leased storage 14% Expect Future Fee-based, Low Risk Activities to Comprise 85%+ of Operating Margin 2008 Results * Operating margin represents operating profit before depreciation & amortization
and general & administrative costs; excludes $38mm of one-time
favorable items and $14mm of NYMEX contract gains |
 7 Growing MMP Operating Margin $262 ($ in millions) * Operating margin represents operating profit before depreciation & amortization
and general & administrative costs; 2008 excludes $38mm of one-time
favorable items and $14mm of NYMEX contract gains $489 2004 2005 2006 2007 2008 Petroleum products pipeline system Petroleum products terminals Ammonia pipeline system |
 8 MMP Distribution Growth Trend $2.77 2001 2002 2003 2004 2005 2006 2007 2008 (per MMP unit) $1.13 Based on current economic environment, plan to maintain current quarterly distribution of 71 cents ($2.84 annualized) in 2009
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 9 MGG Distribution Growth Trend 2006 2007 2008 (per MGG unit) $0.91 $1.37 |
 10 Strong MMP Distribution Coverage fcst 2007 2008 2009 Operating Margin * $437 $489 Cash G&A (61) (68) Interest expense (net of interest income) (54) (50) Maintenance capital (net of reimbursements) (31) (43) Previously indemnified environmental 4 5 Other items 3 5 Cash available for distribution 298 338 330 Distributions paid (244) (274) Excess Cash $54 $64 Distribution Coverage 1.2x 1.2x ($ in millions) * 2008 Operating margin excludes $38mm of one-time favorable items and $14mm of
NYMEX contract gains |
 11 $1,000 $15 $634 $66 $41 2002 2003 2004 2005 …...2008 Acquisitions & Organic Growth Projects Acquisitions $30 $61 $136 $151 $225 $220 $40 2004 2005 2006 2007 2008 2009E 2010E Organic Growth Projects ($ in millions) + >$500mm of potential expansion projects in earlier stages of development |
 12 Continued strong demand for storage – 4mm bbls underway with add’l being assessed Government regulations for renewable fuels – 51 terminals with ethanol currently, 11 underway primarily in Southeast, another 11 being assessed Refinery expansions and enhanced connectivity to key growth markets – $120mm project to support 15-year Motiva contract, primarily servicing existing market demand Industry Themes Drive Organic Growth |
 13 Continue to assess $500mm+ of potential growth projects Project list includes additional infrastructure to provide same types of services Magellan performs today: – Storage and terminal services, including potential crude storage opportunities – Renewable fuels Generally target 6-8x EBITDA for project returns Potential Expansion Projects |
 14 Investment grade credit ratings: BBB / Baa2 Strong financial ratios: leverage ratio < 3x No near-term debt maturities: – Public notes mature 2014, 2016, 2018 and 2037 – $550mm revolver available thru Sept 2012 (~$200mm outstanding currently) Significant Balance Sheet Capacity |
 15 March 3: announced simplification agreement April 6: filed preliminary joint proxy / prospectus with SEC May 21: filed amendment #1 to joint proxy, addressing first round of SEC comments Remaining steps required: Once SEC finalizes review, set record date for unitholder vote: 10 days Mail documents to MMP and MGG investors, allowing time for voting: 60 days Expected MMP / MGG unitholder votes to occur 3Q09 Estimated Simplification Timeline |
 16 Investing in Magellan Midstream Key U.S. energy infrastructure Stable base business with relatively low commodity price risk Attractive yield Quarterly cash distributions that are largely tax deferred Extremely strong balance sheet with investment grade credit rating Low-risk growth projects funded with debt – No equity issuance required to fund growth |