ISSUER FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration No. 333-184605
January 7, 2013
Pricing Term Sheet
4.500% Senior Notes due 2023
Issuers: |
| MarkWest Energy Partners, L.P.; MarkWest Energy Finance Corporation |
Guarantees: |
| Unconditionally guaranteed by certain subsidiaries of MarkWest Energy Partners, L.P. |
Security Type: |
| Senior Unsecured Notes |
Form: |
| SEC Registered |
Pricing Date: |
| January 7, 2013 |
Settlement Date: |
| January 10, 2013 |
Maturity Date: |
| July 15, 2023 |
Principal Amount: |
| $1,000,000,000 |
Yield to Maturity: |
| 4.500% |
Coupon: |
| 4.500% |
Public Offering Price: |
| 100.000% |
Gross Proceeds: |
| $1,000,000,000 |
Net Proceeds After Expenses to the Issuers: |
| $986,900,000 |
Redemption Provisions: |
| At any time prior to April 15, 2023, the Issuers may redeem, at their option, all or part of the notes at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest from the redemption date to July 15, 2023 (exclusive of accrued interest) at a discount rate of Treasury plus 50 basis points, plus, in each case, any accrued but unpaid interest to the date of redemption.
On or after April 15, 2023 the Issuers may redeem, at their option, all or part of the notes at any time, at a price of 100% of the principal amount of the notes, plus any accrued but unpaid interest to the date of redemption. |
Interest Payment Dates: |
| January 15 and July 15, commencing July 15, 2013 |
Interest Payment Record Dates: |
| January 1 and July 1 |
Change of Control: |
| Put at 101% of principal plus accrued interest |
Denominations: |
| $2,000 and integral multiples of $1,000 |
CUSIP / ISIN: |
| CUSIP: 570506AR6 / ISIN: US570506AR67 |
Joint Book-Running Managers: |
| Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Natixis Securities Americas LLC RBC Capital Markets, LLC SunTrust Robinson Humphrey, Inc. UBS Securities LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC |
Co-Managers |
| Capital One Southcoast, Inc. Comerica Securities, Inc. |
Additional Information:
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, any 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 1-888-603-5874.
