Investor Presentation

August 9, 2010

Filed by Inergy, 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: Inergy Holdings, L.P.

Commission File No.: 001-34663

2

Forward Looking Statements

NYSE:

NRGY,

NRGP

Important Information For Investors And Unitholders 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger and related

transactions between Inergy, L.P. (“Inergy”) and Inergy Holdings, L.P. (“Holdings”) will be submitted to the unitholders of Holdings for their consideration.  Inergy will file with the

Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement of Holdings that also constitutes a prospectus of Inergy. 

Inergy and Holdings also plan to file other documents with the SEC regarding the proposed transaction.  INVESTORS AND SECURITY HOLDERS OF HOLDINGS ARE

URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY

AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED

TRANSACTION.  Investors and unitholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about

Inergy and Holdings once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC

by Inergy will be available free of charge on Inergy’s website at www.inergylp.com under the tab “Investor Relations” then select “Inergy, L.P.” or by contacting Inergy’s investor

relations administrator at (816) 842-8181.  Copies of the documents filed with the SEC by Holdings will be available free of charge on Holdings’ website at www.inergylp.com under

the tab “Investor Relations” then select “Inergy Holdings, L.P.” or by contacting Holdings’ investor relations administrator at (816) 842-8181.

Inergy, Holdings and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of Holdings in

connection with the proposed transaction.  Information about the directors and executive officers of Inergy is set forth in its Annual Report on Form 10-K for the fiscal year ended

September 30, 2009, which was filed with the SEC on November 30, 2009.  Information about the directors and executive officers of Holdings is set forth in its Annual Report on

Form 10-K for the fiscal year ended September 30, 2009, which was filed with the SEC on November 30, 2009.  These documents can be obtained free of charge from the sources

indicated above.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will

be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.   

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not

limited to historical facts, but reflect Inergy’s and Holdings’ current beliefs, expectations or intentions regarding future events.  Words such as “may,” “will,” “could,” “should,”

“expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such

forward-looking statements.  These forward-looking statements include, without limitation, Inergy’s and Holdings’ expectations with respect to the synergies, costs and other

anticipated financial impacts of the proposed transaction; future financial and operating results of the combined company; the combined company’s plans, objectives, expectations

and intentions with respect to future operations and services; approval of the proposed transaction by Holdings unitholders and by governmental regulatory authorities; the

satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction. 

All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of

which are generally outside the control of Inergy and Holdings and are difficult to predict.  Examples of such risks and uncertainties include, but are not limited to, (1) the possibility

that the proposed transaction is delayed or does not close, including due to the failure to receive required Holdings unitholder or regulatory approvals, the taking of governmental

action (including the passage of legislation) to block the transaction, or the failure of other closing conditions and (2) the possibility that the expected synergies will not be realized, or

will not be realized within the expected time period, because of, among other things, weather conditions; price and availability of propane, and the capacity to transport to market

areas; the ability to pass the wholesale cost of propane through to customers; costs or difficulties related to the integration of the business of Inergy and its acquisition targets may be

greater than expected; governmental legislation and regulations; local economic conditions; the demand for high deliverability natural gas storage capacity in the Northeast; the

availability of natural gas and the price of natural gas to the consumer compared to the price of alternative and competing fuels; Inergy’s ability to successfully implement its business

plan for its natural gas storage facilities; labor relations; environmental claims; competition from the same and alternative energy sources; operating hazards and other risks incidental

to transporting, storing and distributing propane; energy efficiency and technology trends; interest rates; the price and availability of debt and equity financing; and large customer

defaults. 

Inergy and Holdings caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Inergy’s and Holdings’

most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings.  All subsequent

written and oral forward-looking statements concerning Inergy, Holdings, the proposed transaction or other matters and attributable to Inergy or Holdings or any person acting on

their behalf are expressly qualified in their entirety by the cautionary statements above.  Neither Inergy nor Holdings undertakes any obligation to publicly update any of these

forward-looking statements to reflect events or circumstances that may arise after the date hereof.

3

Transaction Summary

The Boards of Directors of NRGY & NRGP have agreed to simplify their capital structure by

merging the two partnerships in a tax-free, equity exchange

–

The merger is subject to approval by a majority of NRGP unitholders and is expected to close in 4Q 2010

–

Certain members of management have entered into support agreements in favor of the merger

–

Ownership of the managing general partner will remain unchanged

NRGP unitholders will receive 0.77 NRGY units in exchange for each NRGP unit

–

NRGY will issue approximately 47.7 million units to the owners of NRGP in exchange for its non-managing general partner’s economic

interest, incentive distribution rights (“IDRs”) and ownership of two wholly-owned NRGP subsidiaries

–

Represents

~10%

premium

to

NRGP

unitholders

based

on

a

20-trading

day

average

closing

price

for

both

securities

on

August

3

rd

–

Approximately $27 million of NRGP debt will be assumed and repaid by NRGY

Certain members of management

(a)

have agreed to receive non-cash distribution paying, paid-in-

kind equity securities (“PIK Units”) in exchange for a portion of their NRGP units in lieu of

common units

(b)

–

Represents approximately 11.6 million units or 24% of the total NRGY units issued

–

Holders of the PIK Units will receive additional PIK Units in lieu of cash distributions at PIK terms that favor NRGY unitholders for a

period of 2 years

–

Expected to eliminate near term cash dilution to common unitholders

–

Demonstrates management’s long-term support for the merger and the company’s prospects for growth

The transaction is expected to be immediately neutral to NRGY’s distributed cash flow of $0.705

per

unit

($2.82

annualized)

and

is

expected

to

provide

long-term

accretion

to

unitholders

(c)

Upon completion of the merger, the NRGP unitholders will own approximately 44% of the

combined entity, including management

(a)

ownership of approximately 28%

(d)

The NRGP director that does not currently serve on the NRGY Board of Directors will be invited to

join the NRGY board

__________________ 

(a)

Includes the participation of a founding investor in Inergy Holdings GP, LLC.

(b)

See page 7 for further description of PIK Units.

(c)

See page 8 for key transaction assumptions.

(d)

As adjusted for the transaction, NRGY’s outstanding units total ~108.9 million.

4

Transaction Benefits

Accelerates Distribution Growth Potential

Cancellation of IDRs lowers NRGY’s cost of capital

Lower cost of capital enhances NRGY’s competitive position for acquisition

opportunities and organic growth projects

Cancellation of IDRs and purchase of GP economic interest results in 100%

of economic return from capital expansion projects and acquisitions being

paid to unitholders of NRGY

Equity transaction maintains NRGY’s balance sheet flexibility and liquidity

Streamlines Capital Structure

Attracts

a

broader

investor

base

to

a

single,

larger

entity

with

increased

public float and liquidity

Single entity simplifies the governance of NRGY which reduces the

potential for conflicts

Improves

transparency

for

investors’

benefit

Reduces G&A costs associated with two publicly traded entities

5

Inergy  Holdings, L.P.

& Affiliates

NYSE Symbol: NRGP

Inergy Holdings

GP , LLC

(Board of Directors)

Inergy  GP, LLC

Managing General Partner

(Board of Directors)

Inergy , L.P.

NYSE Symbol:  NRGY

Propane

Operating &

Other Subsidiaries

Midstream

Operating  &

Other Subsidiaries

Inergy

Finance Corp.

Public

Unitholders

Public

Unitholders

100% Member Interest

100% Member Interest

100% Ownership

Non-Economic Mgmt Rights

63.4% Limited Partner Interest

36.6% Limited Partner Interest

Non-Economic Mgmt Rights

7.1%  Limited Partner Interest

0.7% General Partner Interest

100% Incentive Distribution Rights

92.2% Limited Partner Interest

(a)

Simplified.

(b)

Includes the ownership of a certain founding investor in Inergy Holdings GP, LLC.

__________________ 

Management

(b)

Current

Inergy

Structure

(a)

6

Post-Transaction Structure

(a)

Inergy

GP, LLC

Managing General Partner

(Board of Directors)

Inergy , L.P.

& Affiliates

NYSE Symbol : NRGY

Propane

Operating &

Other Subsidiaries

Midstream

Operating  &

Other Subsidiaries

Inergy

Finance Corp.

Public

Unitholders

100% Member Interest

100% Ownership

28.3%

Limited

Partner

Interest,

including

PIK

Units

(c)

(PIK Units convertible to common units over a 2-year period)

Non-Economic Mgmt Rights

71.7% Limited Partner Interest

(a)

Simplified.

(b)

Includes the ownership of a certain founding investor in Inergy Holdings GP, LLC.

(c)

Reflects

pro

forma

ownership

as

of

August

9,

2010.

See

page

7

for

further

description

of

PIK

Units.

100% Member Interest

__________________ 

Management

(b)

7

PIK Unit Overview

Description

Approximately

40%

of

the

original

NRGP

interests

owned

by

management

(a)

are

expected

to

be

exchanged

for

PIK

Units at the same 0.77 exchange ratio as common unitholders

–

~ 11.6 million PIK Units will be issued, representing approximately 24% of the 47.7 million total NRGY units issued

PIK Units have been structured in a manner so that the recipients receive less value than the non-affiliated public

unitholders of NRGP

–

PIK Units are non-transferable and will not be entitled to a cash distribution until converted into common units

–

The

number

of

new

PIK

Units

to

be

issued

each

quarter

in

lieu

of

cash

distributions

will

be

determined

quarterly

by

dividing

the

then

current

annualized

distribution

by

the

greater

of

$41.6854

(b)

,

or

by

the

20-day

NRGY

VWAP

ending

on

the 3

trading day prior to the applicable quarterly ex-dividend date—PIK

terms that favor NRGY unitholders

PIK Units will automatically convert on a one-for-one basis to NRGY common units based upon the following

schedule:

–

50%

immediately

following

the

payment

of

the

first

quarterly

cash

distribution

on

NRGY

units

after

the

first

anniversary

of

the

close

of

the transaction; and

–

50%

immediately

following

the

payment

of

the

first

quarterly

cash

distribution

on

NRGY

units

after

the

second

anniversary

of

the

close

of the transaction

In

support

of

the

merger,

certain

members

of

management

(a)

have

agreed

to

exchange

a

portion

of

their

ownership

in NRGP for PIK Units

Expected to eliminate near term cash dilution to NRGY common unitholders 

Demonstrates management’s long-term support for the transaction to NRGY and NRGP unitholders

Overview & Rationale

__________________ 

rd

(a)

Includes the ownership of a certain founding investor in Inergy Holdings GP, LLC. 

(b)

Represents the 20-trading day volume weighted average price (VWAP) ending on the 3    trading day prior to the announcement of the merger transaction.

rd

8

Key

Assumptions

(a)

Base Case and Merger Transaction Assumptions

FY 2010 guidance range of $330-$340 million

FY 2011-2014 retail propane gallons and gross margins based on preliminary FY

2011 budget and remaining stable over forecast period

2011-2014 Base Case Midstream operations forecast includes the following

capital deployed:

-

Seneca Lake Acquisition

-

Finger Lakes LPG Storage Project

-

North-South Project

-

Marc I Project

-

Seneca Lake Gas Storage Expansion Project

Merger

transaction

assumes

additional

annual

capital

deployed

of

$375

million

at

an 8.8x EBITDA multiple

Merger transaction assumes repayment of NRGP’s current credit facility

(~$27mm) by NRGY

__________________ 

(a)

This forecast is based on various forward-looking assumptions made by the management of of NRGY.  While management believes that these assumptions are reasonable, it can give no assurance that

such results will materialize.  Please refer to our forward-looking statement discosure on page 2

9

Transaction Milestones

Announce definitive merger agreement and support agreement execution

Prepare and file with SEC proxy statement/registration statement

SEC review of proxy statement and registration statement

File definitive proxy/registration statement

NRGP Unitholder meeting

Transaction closing (expected close calendar Q4 2010)

10

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Our Investors