-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SWH7JbKW7uK+0Ps1sRhfEAnSCo8hLJSlxfI/tEQ36ZwvslEtVVpKpA3jSRzlnpPk DuKShTvRRhSLALA57ME4vA== 0001193125-05-094250.txt : 20050504 0001193125-05-094250.hdr.sgml : 20050504 20050503200103 ACCESSION NUMBER: 0001193125-05-094250 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050504 DATE AS OF CHANGE: 20050503 GROUP MEMBERS: C/R ENERGY GP II, LLC GROUP MEMBERS: CARLYLE INVESTMENT MANAGEMENT, L.L.C. GROUP MEMBERS: CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P. GROUP MEMBERS: CARLYLE/RIVERSTONE MLP HOLDINGS, L.P. GROUP MEMBERS: MADISON DEARBORN CAPITAL PARTNERS IV, L.P. GROUP MEMBERS: MADISON DEARBORN PARTNERS IV, L.P. GROUP MEMBERS: MADISON DEARBORN PARTNERS, L.L.C. GROUP MEMBERS: MAGELLAN MIDSTREAM MANAGEMENT, LLC GROUP MEMBERS: RIVERSTONE HOLDINGS, LLC GROUP MEMBERS: TC GROUP, L.L.C. GROUP MEMBERS: TCG HOLDINGS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN MIDSTREAM PARTNERS LP CENTRAL INDEX KEY: 0001126975 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 731599053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61147 FILM NUMBER: 05796746 BUSINESS ADDRESS: STREET 1: P O BOX 22186 CITY: TULSA STATE: OK ZIP: 74121-2186 BUSINESS PHONE: 918 574 7000 MAIL ADDRESS: STREET 1: ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS ENERGY PARTNERS L P DATE OF NAME CHANGE: 20001024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN MIDSTREAM HOLDINGS LP CENTRAL INDEX KEY: 0001246263 IRS NUMBER: 200019312 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 22186 CITY: TULSA STATE: OK ZIP: 74121 BUSINESS PHONE: 9185747000 MAIL ADDRESS: STREET 1: ONE WILLIAMS CENTER, MD 28-1 CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: WEG ACQUISITIONS LP DATE OF NAME CHANGE: 20030624 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

 

 

Magellan Midstream Partners, L.P.


(Name of Issuer)

 

 

Common Units, representing limited partner interests, no par value


(Title of Class of Securities)

 

 

559080106


(CUSIP Number)

 

 

Lonny E. Townsend

Magellan Midstream Holdings, L.P.

One Williams Center, P.O. Box 22186

Tulsa, OK 74121-2186

(918) 574-7000


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

April 13, 2005


(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 559080106

  13D/A   Page 2 of 13 Pages

 

  1  

Name of Reporting Person

 

            MAGELLAN MIDSTREAM HOLDINGS, L.P.

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            BK, AF/OO (Contribution from partners)

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                2,389,558*


  8    Shared Voting Power

 

                0


  9    Sole Dispositive Power

 

                2,389,558*


10    Shared Dispositive Power

 

                0

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            PN (Limited Partnership)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

2


CUSIP No. 559080106

  13D/A   Page 3 of 13 Pages

 

  1  

Name of Reporting Person

 

            MAGELLAN MIDSTREAM MANAGEMENT, LLC

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                2,389,558*


  8    Shared Voting Power

 

                0


  9    Sole Dispositive Power

 

                2,389,558*


10    Shared Dispositive Power

 

                0

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            OO (Limited Liability Company)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

3


CUSIP No. 559080106

  13D/A   Page 4 of 13 Pages

 

  1  

Name of Reporting Person

 

            CARLYLE/RIVERSTONE MLP HOLDINGS, L.P.

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            PN (Limited Partnership)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

4


CUSIP No. 559080106

  13D/A   Page 5 of 13 Pages

 

  1  

Name of Reporting Person

 

            CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P.

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            PN (Limited Partnership)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

5


CUSIP No. 559080106

  13D/A   Page 6 of 13 Pages

 

  1  

Name of Reporting Person

 

            C/R ENERGY GP II, LLC

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            OO (Limited Liability Company)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

6


CUSIP No. 559080106

  13D/A   Page 7 of 13 Pages

 

  1  

Name of Reporting Person

 

            RIVERSTONE HOLDINGS, LLC

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            OO (Limited Liability Company)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

7


CUSIP No. 559080106

  13D/A   Page 8 of 13 Pages

 

  1  

Name of Reporting Person

 

            CARLYLE INVESTMENT MANAGEMENT, L.L.C.

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            IA, OO (Limited Liability Company)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

8


CUSIP No. 559080106

  13D/A   Page 9 of 13 Pages

 

  1  

Name of Reporting Person

 

            TC GROUP, L.L.C.

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            OO (Limited Liability Company)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

9


CUSIP No. 559080106

  13D/A   Page 10 of 13 Pages

 

  1  

Name of Reporting Person

 

            TCG HOLDINGS, L.L.C.

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            OO (Limited Liability Company)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

10


CUSIP No. 559080106

  13D/A   Page 11 of 13 Pages

 

  1  

Name of Reporting Person

 

            MADISON DEARBORN CAPITAL PARTNERS IV, L.P.

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            PN (Limited Partnership)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

11


CUSIP No. 559080106

  13D/A   Page 12 of 13 Pages

 

  1  

Name of Reporting Person

 

            MADISON DEARBORN PARTNERS IV, L.P.

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%

   
14  

Type of Reporting Person

 

            PN (Limited Partnership)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

12


CUSIP No. 559080106

  13D/A   Page 13 of 13 Pages

 

  1  

Name of Reporting Person

 

            MADISON DEARBORN PARTNERS, L.L.C.

   
  2  

Check the appropriate box if a member of a group

(a) : ¨

(b) : x

   
  3  

SEC use only

 

   
  4  

Source of Funds

 

            OO

   
  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6  

Citizenship or Place of Organization

 

            DELAWARE

   

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

  7    Sole Voting Power

 

                0


  8    Shared Voting Power

 

                2,389,558*


  9    Sole Dispositive Power

 

                0


10    Shared Dispositive Power

 

                2,389,558*

11  

Aggregate Amount Beneficially Owned by each Reporting Person

 

            2,389,558*

   
12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

            3.94%*

   
14  

Type of Reporting Person

 

            OO (Limited Liability Company)

   

 

* The number of Common Units of the Issuer reported as beneficially owned in this Schedule 13D gives effect to a two-for-one split of the Issuer’s Common Units that occurred on April 15, 2005.

 

13


THIS AMENDMENT NO. 7 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF THE REPORTING PERSONS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) ON JUNE 27, 2003, AS AMENDED BY AMENDMENT NO. 1 FILED ON BEHALF OF THE REPORTING PERSONS WITH THE COMMISSION ON DECEMBER 4, 2003, AS AMENDED BY AMENDMENT NO. 2 FILED ON BEHALF OF THE REPORTING PERSONS WITH THE COMMISSION ON DECEMBER 29, 2003, AS AMENDED BY AMENDMENT NO. 3 FILED ON BEHALF OF THE REPORTING PERSONS WITH THE COMMISSION ON JANUARY 6, 2004, AS AMENDED BY AMENDMENT NO. 4 FILED ON BEHALF OF THE REPORTING PERSONS WITH THE COMMISSION ON FEBRUARY 17, 2004, AS AMENDED BY AMENDMENT NO. 5 FILED ON BEHALF OF THE REPORTING PERSONS WITH THE COMMISSION ON JULY 14, 2004 AS AMENDED BY AMENDMENT NO. 6 FILED ON BEHALF OF THE REPORTING PERSONS WITH THE COMMISSION ON JANUARY 13, 2005. THE TEXT OF SAID SCHEDULE 13D IS HEREBY AMENDED AS FOLLOWS:

 

Item 1. Security and Issuer.

 

Item 1 is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

 

This Schedule 13D relates to the common units (the “Common Units”) of Magellan Midstream Partners, L.P., a Delaware limited partnership (the “Issuer”). The principal executive offices of the Issuer are located at One Williams Center, Tulsa, OK 74172. The total number of Common Units reported as beneficially owned in this Schedule 13D is 2,389,558, which constitutes approximately 3.94% of the total number of Common Units outstanding. The beneficial ownership reported in this Schedule 13D assumes that at April 14, 2005 there were 60,680,928 Common Units outstanding. The Common Units represent limited partner interests in the Issuer.

 

Item 5. Interest in Securities of the Issuer.

 

Subsections (a)-(b), (c) and (e) of Item 5 are hereby amended by deleting the text thereof in their entirety and replacing them with the following:

 

(a)-(b)    (i)   Holdings is the sole record owner of, and has the sole power to vote and dispose of 2,389,558 Common Units (3.94%).
     (ii)   Holdings GP does not directly beneficially own any Common Units. By virtue of being the sole general partner of Holdings, Holdings GP may be deemed to possess sole voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
     (iii)   C/R MLP does not directly beneficially own any Common Units. By virtue of being one of two managing members of Holdings GP, C/R MLP may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).

 

14


    (iv)    MDCP IV does not directly beneficially own any Common Units. By virtue of being one of two managing members of Holdings GP, MDCP IV may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
    (v)    C/R EP does not directly beneficially own any Common Units. By virtue of being the sole general partner of C/R MLP, C/R EP may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
    (vi)    MDP IV does not directly beneficially own any Common Units. By virtue of being the sole general partner of MDCP IV, MDP IV may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
    (vii)    C/R GP does not directly beneficially own any Common Units. By virtue of being the sole general partner of C/R EP, C/R GP may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
    (viii)    MDP does not directly beneficially own any Common Units. By virtue of being the sole general partner MDP IV, MDP may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
    (ix)    Riverstone does not directly beneficially own any Common Units. By virtue of being an investment adviser with respect to certain assets of C/R GP, Riverstone may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
    (x)    CIM does not directly beneficially own any Common Units. By virtue of being an investment adviser with respect to certain assets of C/R GP, CIM may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
    (xi)    TC Group does not directly beneficially own any Common Units. By virtue of being the sole managing member of CIM, TC Group may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
    (xii)    TCG Holdings does not directly beneficially own any Common Units. By virtue of being the sole managing member of TC Group, TCG Holdings may be deemed to possess shared voting and dispositive powers with respect to the 2,389,558 Common Units held by Holdings (3.94%).
(c)   Holdings entered into a Purchase Agreement with Kayne Anderson MLP Investment Company, ZLP Opportunity Fund, L.P., Tortoise Energy Infrastructure Corporation, Energy Income and Growth Fund and

 

15


     Fiduciary/Claymore MLP Opportunity Fund (the “Purchasers”) dated as of April 11, 2005 (the “Purchase Agreement”). On April 13, 2005, pursuant to the Purchase Agreement, Holdings sold 5,679,696 Subordinated Units of the Issuer to the Purchasers for $28.75 per Subordinated Unit in a public offering of Subordinated Units made directly to the Purchasers in privately negotiated transactions (the sales are herein referred to as the “Transactions”).
(e)    As of April 13, 2005, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Units.

 

Item 7. Material to be filed as Exhibits.

 

Item 7 is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

 

Exhibit A     Joint Filing Agreement (previously filed as Exhibit A to Schedule 13D on June 27, 2003).
Exhibit B     Purchase Agreement dated as of April 18, 2003 (filed as Exhibit 99.2 to the Issuer’s Form 8-K filed April 21, 2003).
Exhibit C     Amendment No. 1, dated as of May 5, 2003, to the Purchase Agreement (filed as Exhibit 99.1 to the Issuer’s Form 8-K filed June 17, 2003).
Exhibit D     Amendment No. 2, dated as of January 6, 2004, to the Purchase Agreement (filed as Exhibit 2(c) to the Issuer’s Form 10-K filed March 10, 2004).
Exhibit E     New Senior Secured Credit Agreement, dated as of December 10, 2004 (previously filed).
Exhibit F     Third Amended and Restated Agreement of Limited Partnership of the Issuer dated as of April 22, 2004 (filed as Exhibit 3.1 to the Issuer’s Form 10-Q filed May 7, 2004).
Exhibit G     Amendment No. 1 dated as of July 22, 2004 to Third Amended and Restated Agreement of Limited Partnership of the Issuer dated as of April 22, 2004 (filed as Exhibit 3.2 to Form 10-Q filed August 6, 2004).
Exhibit H     Amendment No. 2 dated as of July 22, 2004 to Third Amended and Restated Agreement of Limited Partnership of the Issuer dated as of April 22, 2004 (filed as Exhibit 3.3 to Form 10-Q filed August 6, 2004).
Exhibit I     Purchase Agreement between Holdings and Fiduciary/Claymore MLP Opportunity Fund, dated as of December 29, 2004 (previously filed).
Exhibit J     Purchase Agreement among Holdings, ZLP Opportunity Fund, L.P., Brahman Partners II, L.P., Brahman Partners III, L.P., BY Partners, L.P. and Brahman C.P.F. Partners, L.P., dated as of December 29, 2004 (previously filed).

 

16


Exhibit K     Amended & Restated Limited Liability Company Agreement of the Issuer GP, dated December 1, 2003 (filed as Exhibit 3(g) to the Issuer’s Form 10-K filed March 10, 2004).
Exhibit L     First Amendment dated February 3, 2004 to Amended & Restated Limited Liability Company Agreement of the Issuer GP dated December 1, 2003 (filed as Exhibit 3(h) to the Issuer’s Form 10-K filed March 10, 2004).
Exhibit M     Second Amendment dated May 21, 2004 to Amended & Restated Limited Liability Company Agreement of the Issuer GP dated December 1, 2003 (filed as Exhibit 3.1 to Form 10-Q filed August 6, 2004).
Exhibit N     New Omnibus Agreement (filed as Exhibit 10.3 to the Issuer’s Form 8-K filed June 17, 2003).
Exhibit O     Registration Statement on Form S-3 (file No. 333-109732) (filed by the Issuer on October 16, 2003).
Exhibit P     Purchase Agreement among Holdings, Kayne Anderson MLP Investment Company ZLP Opportunity Fund, L.P., Tortoise Energy Infrastructure Corporation, Energy Income and Growth Fund and Fiduciary/Claymore MLP Opportunity Fund, dated as of April 11, 2005 (filed herewith).

 

17


SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

 

Date: April 19, 2005

 

MAGELLAN MIDSTREAM HOLDINGS, L.P.
By:   Magellan Midstream Management, LLC
Its:   General Partner
    By:  

/s/ John D. Chandler


    Name:   John D. Chandler
    Title:   Chief Financial Officer, Vice President and Treasurer
MAGELLAN MIDSTREAM MANAGEMENT, LLC
    By:  

/s/ John D. Chandler


    Name:   John D. Chandler
    Title:   Chief Financial Officer, Vice President and Treasurer

 

S-1


CARLYLE/RIVERSTONE MLP HOLDINGS, L.P.
By:   Carlyle/Riverstone Energy Partners II, L.P.
Its:   General Partner
    By:   C/R Energy GP II, LLC
    Its:   General Partner
    By:  

/s/ N. John Lancaster


    Name:   N. John Lancaster
    Title:   Member of Managing Committee

CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P.

By:   C/R Energy GP II, LLC
Its:   General Partner
    By:  

/s/ N. John Lancaster


    Name:   N. John Lancaster
    Title:   Member of Managing Committee
C/R ENERGY GP II, LLC
    By:  

/s/ N. John Lancaster


    Name:   N. John Lancaster
    Title:   Member of Managing Committee
RIVERSTONE HOLDINGS, LLC
    By:  

/s/ N. John Lancaster


    Name:   N. John Lancaster
    Title:   Managing Director

 

S-2


CARLYLE INVESTMENT MANAGEMENT, L.L.C.

By:   TC Group, L.L.C.
Its:   Managing Member
    By:   TCG Holdings, L.L.C.
    Its:   Managing Member
    By:  

/s/ Daniel A. D’Aniello


    Name:   Daniel A. D’Aniello
    Title:   Managing Director
TCG HOLDINGS, L.L.C.
    By:  

/s/ Daniel A. D’Aniello


    Name:   Daniel A. D’Aniello
    Title:   Managing Director
TC GROUP, L.L.C.
By:   TCG Holdings, L.L.C.
Its:   Managing Member
    By:  

/s/ Daniel A. D’Aniello


    Name:   Daniel A. D’Aniello
    Title:   Managing Director

 

S-3


MADISON DEARBORN CAPITAL PARTNERS IV, L.P.
By:   Madison Dearborn Partners IV, L.P.
Its:   General Partner
    By:   Madison Dearborn Partners, L.L.C.
    Its:   General Partner
    By:  

/s/ Patrick C. Eilers


    Name:   Patrick C. Eilers
    Title :   Director
MADISON DEARBORN PARTNERS IV, L.P.
By:   Madison Dearborn Partners, L.L.C.
Its:   General Partner
    By:  

/s/ Patrick C. Eilers


    Name:   Patrick C. Eilers
    Title :   Director
MADISON DEARBORN PARTNERS, L.L.C.
    By:  

/s/ Patrick C. Eilers


    Name:   Patrick C. Eilers
    Title :   Director

 

S-4

EX-99.P 2 dex99p.htm PURCHASE AGREEMENT Purchase Agreement

Exhibit P

 

PURCHASE AGREEMENT

 

This Purchase Agreement (this “Agreement”) is entered into as of April 11, 2005 between each of the purchasers set forth on Exhibit A-1 (the “Purchaser”), Magellan Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), and Magellan Midstream Holdings, L.P., a Delaware limited partnership (the “Selling Unitholder”). In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

 

1. Purchase and Sale of Subordinated Units. Subject to the terms and conditions hereof, each Purchaser shall purchase from the Selling Unitholder, and the Selling Unitholder shall sell to each Purchaser, the number of subordinated units representing limited partner interests in the Partnership (“Subordinated Units”) as set forth on Exhibit A-1 (such number of Subordinated Units set forth thereon with respect to each Purchaser, “Purchased Units”). The purchase price for the Purchased Units shall be $28.75 per Purchased Unit (the “Purchase Price”). Notwithstanding the foregoing, if the two-for-one unit split (the “Unit Split”) announced by the Partnership for all holders of record as of April 5, 2005 shall not have been consummated prior to the Closing (as hereinafter defined) (a) the number of Purchased Units to be purchased by each Purchaser shall be the number set forth on Exhibit A-2, (b) the Purchase Price shall be $57.50 per Purchased Unit and (c) upon consummation of such Unit Split, each Purchaser shall be entitled to receive from the Partnership an additional Subordinated Unit in respect of each Purchased Unit. In the event that the Unit Split shall not have been consummated prior to the Closing, for purposes hereof, “Purchased Units” shall include the additional Subordinated Units issued to each Purchaser upon consummation of the Unit Split.

 

2. Closing. The closing of such purchase and sale (the “Closing”) shall take place at the offices of Andrews Kurth LLP, Houston, Texas, at 9:00 a.m. on April 13, 2005, or at such other time or on such other date as the parties shall have agreed (the “Closing Date”). Upon Closing:

 

(a) the Selling Unitholder shall deliver to each Purchaser (i) a duly executed certificate, signed by the Partnership, representing the number of Purchased Units purchased by such Purchaser in the name of such Purchaser (or designee provided in writing), (ii) a copy of a letter from the Selling Unitholder, addressed to and acknowledged by the general partner of the Partnership, instructing the Partnership to cancel one or more certificates in the name of the Selling Unitholder representing a number of Subordinated Units equal to the aggregate number of Purchased Units purchased by all of the Purchasers and (iii) a copy of such cancelled certificate(s); and

 

(b) each Purchaser shall pay the full purchase price for the Purchased Units purchased by such Purchaser by wire transfer of immediately available funds to the following account: Account Name: Magellan Midstream Holdings, L.P., Account No.: 637237108, Bank: Bank One, N.A., Chicago, Illinois, ABA No.: 071000013.


3. Representations of the Partnership. The Partnership hereby represents and warrants to each Purchaser as follows:

 

(a) Registration Statement and Prospectus. A registration statement on Form S-3 (File No. 333-109732) with respect to the Purchased Units, among other securities of the Partnership, has (i) been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto, if any, have been delivered by the Selling Unitholder and the Partnership to the Purchaser. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means (i) the prospectus included in such registration statement, or amendments thereto, before such registration statement became effective under the Securities Act, or (ii) any prospectus supplement, including the accompanying base prospectus, relating to the offer and sale of the Purchased Units filed with the Commission by the Partnership after the effectiveness of such registration statement pursuant to Rule 424(b) of the Rules and Regulations; “Registration Statement” means the registration statement referred to above, as amended at the Effective Time; and “Prospectus” means the final prospectus supplement relating to the Purchased Units and the offering thereof, including the accompanying base prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations after the date and time this Agreement is executed. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any information incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any periodic report of the Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

 

The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which the statements were made).

 

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(b) Incorporated Documents. The documents incorporated by reference in the Registration Statement and the Prospectus (the “Incorporated Documents”), when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the Rules and Regulations thereunder, and none of the Incorporated Documents contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement and the Prospectus, respectively, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the Rules and Regulations thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

 

(c) Existence; No Breach. (i) The Partnership is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, with all necessary partnership power and authority to own its properties and conduct its business as described in the Prospectus; (ii) the execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Partnership and the consummation by the Partnership of the transactions contemplated hereby and thereby (A) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which the Partnership is a party or by which the Partnership is bound or to which any of the property or assets of the Partnership is subject, (B) will not result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Partnership, or (C) will not violate any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over the Partnership or the property or assets of the Partnership, except in the case of clauses (ii)(A) and (ii)(C), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement or the Registration Rights Agreement and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, business, results of operation or prospects of the Partnership (a “Material Adverse Effect”).

 

(d) Permits. The Partnership has such permits, consents, licenses, franchises, certificates and authorizations of governmental or regulatory authorities as are necessary to own its properties and to conduct its business in the manner described in the Prospectus, subject to such qualifications as may be set forth in the Prospectus and except for such permits which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect.

 

(e) No Material Adverse Effect. Except as set forth in or contemplated by the Incorporated Documents filed with the Commission on or prior to the date hereof, since the date of the Partnership’s most recent annual report on Form 10-K filed with the Commission, the Partnership and its subsidiaries have conducted their respective businesses in the ordinary course, consistent with past practice, and there has been no (i) change, event, occurrence, effect, fact, circumstance or condition that has had or could be reasonably expected to have a Material Adverse Effect, other than those occurring as a result of general economic or financial conditions or other developments that are not unique to the Partnership and its subsidiaries and that also affect other companies that participate or are engaged in the lines of business in which the Partnership and its subsidiaries participate or are engaged, except to the extent such condition or development affects the Partnership to a significantly greater extent than other similarly situated

 

 

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companies, (ii) acquisition or disposition of any material asset by the Partnership or its subsidiaries or any contract or arrangement therefor otherwise than for fair value in the ordinary course of business or (iii) material change in the Partnership’s accounting principles, practices or methods.

 

(f) No Investment Company. The Partnership is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

 

(g) Authorization; Enforceability. The Partnership has all necessary partnership power and authority to execute, deliver and perform its obligations under this Agreement and the Registration Rights Agreement (as hereinafter defined). The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Partnership and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of the Partnership, its general partner or its unitholders is required. This Agreement and the Registration Rights Agreement have been duly authorized by the Partnership; this Agreement has been duly executed and delivered by the Partnership and constitutes, and upon due execution and delivery by the Partnership at Closing the Registration Rights Agreement will constitute, a legal, valid and binding agreement of the Partnership, enforceable in accordance with its terms; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

(h) Authorization of Units; Listing. The Purchased Units were duly authorized and validly issued by the Partnership and are fully paid (to the extent required by the Partnership’s partnership agreement) and nonassessable (except as such nonassessability may be limited by the Delaware Revised Uniform Partnership Act). The common units representing limited partnership interests in the Partnership (the “Common Units”) that are issuable on conversion of the Purchased Units have been duly authorized and reserved by the Partnership and, upon issuance, will be validly issued, fully paid (to the extent required by the Partnership’s partnership agreement) and nonassessable (except as such nonassessability may be limited by the Delaware Revised Uniform Partnership Act), and such Common Units have, subject to issuance, been approved for listing on the New York Stock Exchange.

 

4. Representations of the Selling Unitholder. The Selling Unitholder hereby represents and warrants to each Purchaser as follows:

 

(a) Valid Title; No Liens. The Selling Unitholder has good and valid title to the Purchased Units, free and clear of all liens, encumbrances, equities or claims other than such as exist under and as a result of the pledge of the Purchased Units to secure indebtedness outstanding, interest and other obligations under the Credit Agreement, dated as of December 10, 2004 (the “Selling Unitholder Credit Agreement”), among the Selling Unitholder, Lehman Brothers Inc. and Goldman Sachs Credit Partners, L.P., as Joint Lead Arrangers, Lehman Brothers Commercial Paper Inc., as Administrative Agent and the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Credit Agreement Lien”). Upon delivery of the Purchased Units and payment therefor pursuant hereto, good and valid title to such Purchased Units, free and clear of all liens, encumbrances, equities or claims, including the Credit Agreement Lien, will pass to the Purchaser.

 

 

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(b) Existence; No Breach. (i) The Selling Unitholder has been duly formed and is validly existing in good standing as a limited partnership under the laws of the state of Delaware, with all necessary power and authority to own its properties and to conduct its business as currently conducted; (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder and the consummation by the Selling Unitholder of the transactions contemplated hereby (A) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which the Selling Unitholder is a party or by which the Selling Unitholder is bound or to which any of the property or assets of the Selling Unitholder is subject, (B) will not result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Unitholder, or (C) will not violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Unitholder or the property or assets of the Selling Unitholder, except in the case of clauses (ii)(A) and (ii)(C), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition or prospects of the Selling Unitholder.

 

(c) Authorization; Enforceability. The Selling Unitholder has all necessary partnership power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by the Selling Unitholder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of the Selling Unitholder, its general partner or its unitholders is required. This Agreement has been duly executed and delivered by the Selling Unitholder and constitutes a legal, valid and binding agreement of the Selling Unitholder, enforceable in accordance with its terms; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

(d) No Brokerage Fee. There are no contracts, agreements or understandings between the Selling Unitholder and any person that would give rise to a valid claim against the Selling Unitholder for a brokerage commission, finder’s fee or other like payment in connection with the purchase and sale of the Purchased Units pursuant to this Agreement.

 

5. Representations of the Purchaser. Each Purchaser, severally and not jointly, hereby represents and warrants to the Selling Unitholder and the Partnership as follows:

 

(a) Existence. Such Purchaser is duly organized and validly existing and in good standing under the laws of its state of formation, with all necessary power and authority to own its properties and to conduct its business as currently conducted.

 

(b) Authorization, Enforceability. Such Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under this Agreement. The execution,

 

 

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delivery and performance of this Agreement by such Purchaser and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of such Purchaser is required. This Agreement has been duly executed and delivered by such Purchaser and constitutes a legal, valid and binding obligation of such Purchaser; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

(c) No Breach. The execution, delivery and performance of this Agreement and, if applicable, the Registration Rights Agreement by such Purchaser and the consummation by such Purchaser of the transactions contemplated hereby and, if applicable, thereby will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by which the Purchaser is bound or to which any of the property or assets of such Purchaser is subject, (B) result in any violation of the provisions of the organizational documents of such Purchaser, or (C) violate any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the case of clauses (ii)(A) and (ii)(C), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement or, if applicable with respect to such Purchaser, the Registration Rights Agreement and could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition or prospects of such Purchaser.

 

(d) No Brokerage Fee. There are no contracts, agreements or understandings between such Purchaser and any person that would give rise to a valid claim against the Selling Unitholder or the Partnership for a brokerage commission, finder’s fee or other like payment in connection with the purchase and sale of the Purchased Units purchased by such Purchaser pursuant to this Agreement.

 

(e) Ownership of Partnership Securities. Such Purchaser does not, as of the date hereof, and, as of the Closing Date, will not own ten percent or more of the Partnership’s issued and outstanding limited partner interests.

 

(f) Trading and Distribution Activities. Such Purchaser’s trading and distribution activities, if any, with respect to the Partnership’s limited partner interests, in connection with the sale of Purchased Units hereunder, will be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and regulations of the New York Stock Exchange.

 

6. Certain Covenants.

 

(a) Registration Rights Agreement. At Closing, the Partnership shall enter into a Registration Rights Agreement, substantially in the form attached as Exhibit B (the “Registration Rights Agreement”), with each Purchaser who, as of the Closing Date, holds, directly or indirectly, including pursuant to a total return swap or similar transaction, Common Units and Subordinated Units, including all Purchased Units purchased hereunder, having an aggregate

 

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Market Value (as defined) of in excess of $35 million (each such Purchaser, a “Reg. Rights Purchaser”); provided, the Common Units and Subordinated Units held by Energy Income and Growth Fund and Fiduciary/Claymore MLP Opportunity Fund, respectively, may be aggregated for purposes of determining whether each such Purchaser is a Reg. Rights Purchaser. For purposes of this Section 6, the “Market Value” of (i) a Common Unit shall be its closing price on the New York Stock Exchange on the last trading day immediately preceding the Closing Date and (ii) a Subordinated Unit, including Purchased Units, shall be the Purchase Price; provided, in each case, such Market Value shall be adjusted, if necessary, to reflect the consummation of the Unit Split.

 

(b) Use of Proceeds. The Selling Unitholder shall use the proceeds received by it from the sale of Purchased Units hereunder in a manner that complies with the requirements of the Selling Unitholder Credit Agreement.

 

7. Conditions to the Parties’ Obligation to Close.

 

(a) The obligation of the Selling Unitholder to sell the Purchased Units at the Closing is subject to the satisfaction (or waiver by the Selling Unitholder), at or before the Closing, of each of the following conditions:

 

(i) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal.

 

(ii) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency.

 

(iii) No action, suit or proceeding shall be pending against or involve the Selling Unitholder or any of its property that would materially and adversely affect the ability of the Selling Unitholder to perform its obligations under this Agreement and no such action, suit or proceeding shall be threatened or contemplated.

 

(iv) The representations and warranties of each Purchaser contained in Section 5 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and each Purchaser shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing.

 

(v) The Selling Unitholder shall have received a certificate, dated the Closing Date, of a duly authorized officer of each Purchaser certifying on behalf of such Purchaser that each of the conditions set forth in paragraph 7(a)(iv) have been satisfied.

 

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(vi) ZLP Opportunity Fund, L.P. and its controlling affiliates shall have entered into an agreement with the Partnership in form and substance satisfactory to the Partnership and its counsel, containing representations, warranties and agreements of the Purchasers and such affiliates relating to certain transactions with respect to the Purchased Units purchased by it.

 

Notwithstanding the foregoing, to the extent that one or more Purchasers fail to satisfy the conditions set forth in paragraphs 7(a)(iv), 7(a)(v) and 7(a)(vi) (if applicable), the Selling Unitholder shall not be obligated to sell Purchased Units only with respect to such Purchasers failing to satisfy such conditions and any such failure shall not otherwise affect the Selling Unitholder’s obligation to sell Purchased Units with respect to such other Purchasers as have satisfied such conditions.

 

(b) The obligation of each Purchaser to purchase the Purchased Units to be purchased by such Purchaser hereunder from the Selling Unitholder at the Closing is subject to the satisfaction (or waiver by such Purchaser), at or before the Closing, of each of the following conditions:

 

(i) The Partnership shall have filed with the Commission pursuant to Rule 424(b) a prospectus supplement regarding the sale of all of the Purchased Units.

 

(ii) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal.

 

(iii) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency.

 

(iv) The representations and warranties of the Selling Unitholder contained in Section 4 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and the Selling Unitholder shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing.

 

(v) Each Purchaser shall have received a certificate, dated the Closing Date, of a duly authorized officer of the general partner of the Selling Unitholder on behalf of the Selling Unitholder, certifying on behalf of the Selling Unitholder, that each of the conditions set forth in paragraph 7(b)(iv) have been satisfied.

 

(vi) The representations and warranties of the Partnership contained in Section 3 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of

 

 

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such date), and the Partnership shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing.

 

(vii) Subsequent to the execution and delivery of this Agreement there shall not have occurred a Material Adverse Effect with respect to the Partnership.

 

(viii) Each Purchaser shall have received a certificate, dated the Closing Date, of a duly authorized officer of the general partner of the Partnership on behalf of the Partnership, certifying on behalf of the Partnership, that each of the conditions set forth in paragraphs 7(b)(vi) and 7(b)(vii) have been satisfied.

 

(ix) If the Unit Split has not been consummated, each Purchaser shall have received a certificate, dated the Closing Date, of a duly authorized officer of the general partner of the Partnership, certifying on behalf of the Partnership, that (a) the Unit Split has not been consummated, (b) the Selling Unitholder is not entitled to receive any Subordinated Units upon consummation of the Unit Split and (c) promptly upon the consummation of the Unit Split, such Purchaser shall be entitled receive a duly executed unit certificate, countersigned by the transfer agent for the Subordinated Units, in the name of such Purchaser (or an affiliate designated in writing) representing the number of additional Subordinated Units to which such Purchaser is entitled to receive upon consummation of the Unit Split, such number being equal to the number of Purchased Units set forth in Exhibit A-2 with respect to such Purchaser.

 

(c) The obligation of each Reg. Rights Purchaser to purchase Purchased Units from the Selling Unitholder hereunder at the Closing is subject to the execution and delivery of the Registration Rights Agreement, at or before the Closing, by the Partnership and such Reg. Rights Purchaser (or waiver of such condition by such Reg. Rights Purchaser).

 

8. Compliance. Each of the parties hereto shall comply with all federal and state securities laws, rules and regulations applicable to it in connection with the transactions contemplated by this Agreement.

 

9. Lock-Up Arrangements.

 

(a) During the period beginning on the Closing Date and continuing to and including April 30, 2005, the Selling Unitholder hereby agrees not to, directly or indirectly, sell, offer to sell, contract to sell, hedge, pledge, grant an option to purchase, issue any instrument convertible or exchangeable for or representing the right to receive, otherwise dispose of any securities of the Partnership (collectively, any such securities, “Partnership Securities”), or enter into any derivative transaction with similar effect as a sale of Partnership Securities, without the prior written consent of each of the Purchasers; provided, however, that the foregoing restrictions shall not apply to the sale of Purchased Units to the Purchasers pursuant to this Agreement.

 

(b) During the period beginning on the Closing Date and continuing to and including April 30, 2005, the Partnership hereby agrees not to, directly or indirectly, sell, offer to sell, contract to sell, hedge, pledge, grant an option to purchase, issue any instrument convertible or exchangeable for or representing the right to receive, otherwise dispose of any Partnership

 

 

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Securities, or enter into any derivative transaction with similar effect as a sale of Partnership Securities, without the prior written consent of each of the Purchasers; provided, however, that the foregoing restrictions shall not apply to (a) the issuance or disposition of Common Units pursuant to the Partnership’s Long Term Incentive Plan or, (b) if at Closing the Unit Split has not been consummated, the issuance of additional Common Units and Subordinated Units upon consummation of the Unit Split.

 

(c) During the period beginning on the Closing Date and continuing to and including the date ninety (90) days after such date, each Purchaser hereby agrees not to, directly or indirectly, sell, offer to sell, contract to sell, hedge, pledge, grant an option to purchase, issue any instrument convertible or exchangeable for or representing the right to receive, otherwise dispose of the Purchased Units purchased by such Purchaser hereunder, or enter into any derivative transaction with similar effect as a sale of such Purchased Units, without the prior written consent of the Partnership; provided, however, any Purchaser may enter into a total return swap transaction or similar transaction with respect to the Purchased Units purchased by it.

 

10. Termination.

 

(a) If (i) any condition to the Selling Unitholder’s obligation to close specified in Section 7(a) is not satisfied at or prior to the Closing Date or (ii) the Closing shall not have occurred on or before April 30, 2005, in either case, the Selling Unitholder may terminate this Agreement. In the event of any such termination of this Agreement pursuant to this Section 10(a), this Agreement shall forthwith become null and void and there shall be no liability on the part of any party hereto, provided that nothing herein shall relieve any party from any liability or obligation with respect to any willful breach of this Agreement.

 

(b) If (i) any condition to each Purchaser’s obligation to close specified in Section 7(b), and in the case of each Reg. Rights Purchaser Sections 7(b) and 7(c), is not satisfied at or prior to the Closing Date or (ii) the Closing shall not have occurred on or before April 30, 2005, in either case, any Purchaser may terminate this Agreement solely with respect to such Purchaser. In the event of any such termination by any such Purchaser pursuant to this Section 10(b), this Agreement shall forthwith become null and void as between such Purchaser, the Selling Unitholder and the Partnership and there shall be no liability on the part of any of such parties among themselves, provided that nothing herein shall relieve any such party from any liability or obligation with respect to any willful breach of this Agreement. Furthermore, any termination by any such Purchaser pursuant to this Section 10(b) shall not serve to terminate this Agreement as among any Purchaser not so terminating, the Selling Unitholder and the Partnership.

 

11. Notices. All statements, requests, notices, communications and agreements hereunder shall be in writing and shall be delivered or sent by courier service, registered or certified mail return receipt requested, courier service, personal delivery or facsimile transmission to the following addresses:

 

  (a) if to Kayne Anderson MLP Investment Company:

 

1800 Avenue of the Stars, Second Floor

Los Angeles, CA 90067

Attention: David Shladovsky

Facsimile: (310) 284-6490

 

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and to:

 

Kayne Anderson MLP Investment Company

1100 Louisiana Street, Suite 4550

Houston, TX 77002

Attention: Kevin S. McCarthy

Facsimile: (713) 655-7359

 

with a copy to:

 

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

Attention: Robert V. Jewell

Facsimile: (713) 220-4285

 

  (b) if to Tortoise Energy Infrastructure Corporation:

 

20802 Mastin Blvd., Suite 222

Overland Park, Kansas

Attention: David Schulte

Facsimile: (913) 345-2763

 

with a copy to:

 

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

Attention: Robert V. Jewell

Facsimile: (713) 220-4285

 

  (c) if to Energy Income and Growth Fund or Fiduciary/Claymore MLP Opportunity Fund:

 

c/o Fiduciary Asset Management, LLC

8112 Maryland, Suite 400

St. Louis, Missouri 63105

Attention: James J. Cunnane, Jr.

Facsimile: (314) 863-4360

 

with a copy to:

 

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

Attention: Robert V. Jewell

Facsimile: (713) 220-4285

 

-11-


  (d) if to ZLP Opportunity Fund, L.P.

 

c/o Zimmer Lucas Partners, LLC

45 Broadway, 28th Floor

New York, New York 10006

Attention: Craig Lucas

Facsimile: (212) 440-0777

 

with a copy to:

 

Pillsbury Winthrop Shaw Pittman LLP

1540 Broadway

New York, New York 10036

Attention: David Falck

Facsimile: (212) 858-1500

 

  (e) if to the Selling Unitholder:

 

Magellan Midstream Holdings, L.P.

One Williams Center, Suite 2800

Tulsa, Oklahoma 74172

Attention: Lonny Townsend

Facsimile: (918) 574-7039

 

with a copy to:

 

Vinson & Elkins L.L.P.

2300 First City Tower

1001 Fannin

Houston, Texas 77002

Attention: Dan A. Fleckman

Facsimile: (713) 615-5859

 

  (f) if the Partnership:

 

Magellan Midstream Partners, L.P.

One Williams Center, Suite 2800

Tulsa, Oklahoma 74172

Attention: Lonny Townsend

Facsimile: (918) 574-7038

 

-12-


with a copy to:

 

Vinson & Elkins L.L.P.

2300 First City Tower

1001 Fannin

Houston, Texas 77002

Attention: Dan A. Fleckman

Facsimile: (713) 615-5859

 

or to such other address as any of such parties shall designate in writing. Notice given by delivery or courier service shall be effective upon actual receipt. Notice given by mail shall be effective upon actual receipt or, if not actually received, the third business day following deposit with the U.S. Post Office, first-class postage pre-paid and return receipt requested. Notice given by facsimile transmission shall be confirmed by appropriate answer back and shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours.

 

12. Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Agreement. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by each of the parties hereto.

 

13. Survival. The respective representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the delivery of and payment for the Purchased Units and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them.

 

14. Headings. The section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the interpretation of any provision hereof

 

15. Successors. This Agreement will be binding on and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and no other person will have any right or obligation hereunder. No Purchaser may assign this Agreement without the written consent of the Selling Unitholder and the Partnership. Neither the Selling Unitholder nor the Partnership may assign this Agreement without the written consent of each Purchaser. No purchaser of Purchased Units from any Purchaser hereunder shall be deemed to be a successor or assign by reason merely of such purchase.

 

16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. Facsimile copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

 

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17. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its principles of conflicts of laws.

 

[remainder of page intentionally left blank]

 

-14-


IN WITNESS WHEREOF, the parties have caused this Purchase Agreement to be executed by their respective representatives, hereunto duly authorized, as of the date first written above.

 

SELLING UNITHOLDER:
MAGELLAN MIDSTREAM HOLDINGS, L.P.
By:   Magellan Midstream Management, LLC,
    its general partner
    By:  

 


        John D. Chandler
        Chief Financial Officer
PARTNERSHIP:
MAGELLAN MIDSTREAM PARTNERS, L.P.
By:   Magellan GP, LLC,
    its general partner
    By:  

 


        John D. Chandler
        Chief Financial Officer

 

 

Purchase Agreement Signature Page


PURCHASERS:
KAYNE ANDERSON MLP INVESTMENT COMPANY
By:  

 


    Kevin S. McCarthy
    Chief Executive Officer and President

 

Purchase Agreement Signature Page


ZLP OPPORTUNITY FUND, L.P.
By:   Zimmer Lucas Partners, LLC
    its general partner
By:  

 


    Craig Lucas
    Managing Member

 

Purchase Agreement Signature Page


TORTOISE ENERGY INFRASTRUCTURE CORPORATION
By:  

 


    Terry Matlack
    Chief Financial Officer

 

Purchase Agreement Signature Page


ENERGY INCOME AND GROWTH FUND
By:  

 


    James A. Bowen
    President

 

Purchase Agreement Signature Page


FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
By:  

 


    James J. Cunnane, Jr.
    Managing Director & Senior Portfolio Manager

 

Purchase Agreement Signature Page


EXHIBIT A –1

 

POST-SPLIT

 

Purchaser


   Number of
Purchased Units


Kayne Anderson MLP Investment Company

ZLP Opportunity Fund, L.P.

   3,478,261
984,044

Tortoise Energy Infrastructure Corporation

   521,739

Energy Income and Growth Fund

   347,826

Fiduciary/Claymore MLP Opportunity Fund

   347,826

Total

   5,679,696
    

 

EXHIBIT A –2

 

PRE-SPLIT

 

Purchaser


   Number of
Purchased Units


Kayne Anderson MLP Investment Company

   1,739,131

ZLP Opportunity Fund, L.P.

   492,022

Tortoise Energy Infrastructure Corporation

   260,869

Energy Income and Growth Fund

   173,913

Fiduciary/Claymore MLP Opportunity Fund

   173,913

Total

   2,839,848
    

 

Exhibit A

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