ISSUER FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration No. 333-164323
Registration No. 333-164323-01
February 9, 2011
Pricing Term Sheet
6.5% Senior Notes due 2021
Issuers: |
| MarkWest Energy Partners, L.P.; MarkWest Energy Finance Corporation |
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Guarantees: |
| Unconditionally guaranteed by certain subsidiaries of MarkWest Energy Partners, L.P. |
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Security Type: |
| Senior Unsecured Notes |
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Form: |
| SEC Registered |
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Pricing Date: |
| February 9, 2011 |
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Settlement Date (T+10):* |
| February 24, 2011 |
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Maturity Date: |
| August 15, 2021 |
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Principal Amount: |
| $300,000,000 |
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Benchmark: |
| 8.125% UST due August 15, 2021 |
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Spread to Benchmark: |
| + 286 bps |
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Yield to Maturity: |
| 6.50% |
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Coupon: |
| 6.5% |
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Public Offering Price: |
| 100.00% |
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Gross Proceeds: |
| $300,000,000 |
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Net Proceeds Before Expenses to the Issuers: |
| $296,250,000 |
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Equity Clawback: |
| Until February 15, 2014: up to 35% at 106.500% |
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Redemption Provisions: |
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First call date: |
| February 15, 2016 |
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Make-whole call: |
| Before the first call date at a discount rate of treasury plus 50 basis points |
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Redemption prices: |
| Commencing February 15, 2016: 103.250% |
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| Commencing February 15, 2017: 102.167% |
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| Commencing February 15, 2018: 101.083% |
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| Commencing February 15, 2019 and thereafter: 100.000% |
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Interest Payment Dates: |
| February 15 and August 15, commencing August 15, 2011 |
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Change of Control: |
| Put at 101% of principal plus accrued interest |
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Denominations: |
| $2,000 and integral multiples of $1,000 |
CUSIP / ISIN: |
| 570506AN5/US570506AN53 |
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Sole Book Running Manager: |
| Barclays Capital Inc. |
Additional Information:
* We expect that delivery of the notes will be made against payment therefor on or about the expected settlement date specified above, which will be the 10th business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet or the following six business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The issuers have filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov. Alternatively, the issuers, the Underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847.
