MWE » Topics » Senior Notes

This excerpt taken from the MWE 8-K filed May 18, 2009.
2018 Senior Notes.  In April 2008, the Issuers completed a private placement, subsequently registered, of $400 million in aggregate principal amount of 8.75% senior notes to qualified institutional buyers under Rule 144A. The 2018 Notes mature on April 15, 2018, and interest is payable semi-annually in arrears on April 15 and October 15, commencing October 15, 2008. The Partnership received approximately $388.1 million, after deducting initial purchasers’ discounts and the expenses of the offering. Also, on May 1, 2008, the Partnership completed the placement of an additional $100.0 million pursuant to the indenture to the 2018 Senior Notes. The Partnership received approximately $100.4 million, after including initial purchasers’ premium and the estimated expenses of the offering. The notes issued in this offering and the notes issued on April 15, 2008, are treated as a single class of debt securities under this same indenture. The Partnership utilized approximately $275.0 million of the net proceeds from the offerings to repay the $225.0 million term loan portion of the Partnership Credit Agreement entered into on February 20, 2008 and to partially fund its 2008 capital expenditure requirements.

 

The aggregate minimum principal payments on long-term debt are as follows, as of December 31, 2008, exclusive of any prepayments allowable under the Partnership’s debt agreements (in thousands):

 

Year ending December 31:

 

 

 

2009

 

$

 

2010

 

 

2011

 

 

2012

 

184,700

 

2013

 

 

Thereafter

 

1,000,000

 

 

 

$

1,184,700

 

 

This excerpt taken from the MWE 10-Q filed May 11, 2009.

Senior Notes

        At March 31, 2009, MarkWest Energy Partners, L.P. in conjunction with its wholly-owned subsidiary MarkWest Energy Finance Corporation (the "Issuers"), had three series of senior notes outstanding: $225.0 million aggregate principal maturing in November 2014 (the "2014 Senior Notes"), $275.0 million aggregate principal due in July 2016 (the "2016 Senior Notes"), and $500.0 million aggregate principal maturing in 2018 (the "2018 Senior Notes" and all together with the 2014 Senior Notes and 2016 Senior Notes, the "Senior Notes"). The estimated fair value of the Senior Notes was approximately $696.4 million and $627.1 million at March 31, 2009 and December 31, 2008, respectively, based on quoted market prices.

        The Issuers have no independent operating assets or operations. All wholly-owned subsidiaries, other than MarkWest Energy Finance Corporation, guarantee the Senior Notes, jointly and severally and fully and unconditionally. The Partnership's less than wholly-owned subsidiaries do not guarantee the Senior Notes (see Note 20 for required condensed consolidating financial information). The notes

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MARKWEST ENERGY PARTNERS, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

(unaudited)

13. Long-Term Debt (Continued)


are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of the Partnership Credit Agreement.

        The indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indentures pursuant to Rule 144A and Regulation S under the Securities Act of 1933. If at any time the Senior Notes are rated investment grade by both Moody's Investors Service, Inc. and Standard & Poor's Rating Services and no default (as defined in the Indentures) has occurred and is continuing, many of such covenants will be suspended during the period of time in which the foregoing requirements are met or will terminate entirely, in which case the Partnership and its subsidiaries will cease to be subject to such terminated covenants.

These excerpts taken from the MWE 10-K filed Mar 2, 2009.

Senior Notes

        MarkWest Energy Partners, L.P. and its wholly-owned subsidiary MarkWest Energy Finance Corporation (the "Issuers"), have three series of senior notes outstanding as of December 31, 2008: $225.0 million principal due in November 2014 (the "2014 Senior Notes"), $275.0 million principal due in July 2016 (the "2016 Senior Notes") and $500.0 million principal due in 2018 (the "2018 Senior Notes" and all together with the 2014 Senior Notes and 2016 Senior Notes, the "Senior Notes"). The estimated fair value of the Senior Notes was approximately $627.1 million and $490.7 million at December 31, 2008 and December 31, 2007, respectively, based on quoted market prices.

        The Issuers have no independent operating assets or operations. All wholly-owned subsidiaries, other than MarkWest Energy Finance Corporation, guarantee the Senior Notes, jointly and severally and fully and unconditionally. The notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of the Partnership Credit Agreement.

        The indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries. Limitations under the indentures include the ability of the Partnership and its restricted subsidiaries to incur additional indebtedness; declare or pay dividends or distributions, or redeem, repurchase or retire equity interests or subordinated indebtedness; make investments; incur liens; create any consensual limitation on the ability of the Partnership's restricted subsidiaries to pay dividends, make loans or transfer property to the Partnership; engage in transactions with the Partnership's affiliates; sell assets, including equity interests of the Partnership's subsidiaries; make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any subordinated obligation or guarantor subordination obligation (except principal and interest at maturity); and consolidate, merge or transfer assets. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indentures pursuant to Rule 144A and Regulation S under the Securities Act of 1933. If at any time the Senior Notes are rated investment grade by both Moody's Investors Service, Inc. and Standard & Poor's Rating Services and

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MARKWEST ENERGY PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Long-Term Debt (Continued)


no default (as defined in the Indentures) has occurred and is continuing, many of such covenants will be suspended during the period of time in which the foregoing requirements are met or will terminate entirely, in which case the Partnership and its subsidiaries will cease to be subject to such terminated covenants.

        2014 Senior Notes.    In October 2004, the Issuers completed a private placement, subsequently registered, of $225.0 million in senior notes at a fixed rate of 6.875%, payable semi-annually in arrears on May 1 and November 1, commencing May 1, 2005. The 2014 Senior Notes mature on November 1, 2014.

        2016 Senior Notes.    In July 2006, the Issuers completed a private placement, subsequently registered, of $200 million in aggregate principal amount of 8.5% senior notes due 2016 to qualified institutional buyers. The 2016 Senior Notes will mature on July 15, 2016, and interest is payable semi-annually in arrears on July 15 and January 15, commencing January 15, 2007. In October 2006 the Partnership offered $75.0 million in additional debt securities under this same indenture. The net proceeds from the private placements were approximately $191.2 million and $74.5 million, respectively, after deducting the initial purchasers' discounts and legal, accounting and other transaction expenses.

        2018 Senior Notes.    In April 2008, the Issuers completed a private placement, subsequently registered, of $400 million in aggregate principal amount of 8.75% senior notes to qualified institutional buyers under Rule 144A. The 2018 Notes mature on April 15, 2018, and interest is payable semi-annually in arrears on April 15 and October 15, commencing October 15, 2008. The Partnership received approximately $388.1 million, after deducting initial purchasers' discounts and the expenses of the offering. Also, on May 1, 2008, the Partnership completed the placement of an additional $100.0 million pursuant to the indenture to the 2018 Senior Notes. The Partnership received approximately $100.4 million, after including initial purchasers' premium and the estimated expenses of the offering. The notes issued in this offering and the notes issued on April 15, 2008, are treated as a single class of debt securities under this same indenture. The Partnership utilized approximately $275.0 million of the net proceeds from the offerings to repay the $225.0 million term loan portion of the Partnership Credit Agreement entered into on February 20, 2008 and to partially fund its 2008 capital expenditure requirements.

        The aggregate minimum principal payments on long-term debt are as follows, as of December 31, 2008, exclusive of any prepayments allowable under the Partnership's debt agreements (in thousands):

Year ending December 31:
   
 

2009

  $  

2010

     

2011

     

2012

    184,700  

2013

     

Thereafter

    1,000,000  
       

  $ 1,184,700  
       

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MARKWEST ENERGY PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Senior Notes





        MarkWest Energy Partners, L.P. and its wholly-owned subsidiary MarkWest Energy Finance Corporation (the "Issuers"), have three
series of senior notes outstanding as of December 31, 2008: $225.0 million principal due in November 2014 (the "2014 Senior Notes"), $275.0 million principal due in July 2016 (the
"2016 Senior Notes") and $500.0 million principal due in 2018 (the "2018 Senior Notes" and all together with the 2014 Senior Notes and 2016 Senior Notes, the "Senior Notes"). The estimated fair
value of the Senior Notes was approximately $627.1 million and
$490.7 million at December 31, 2008 and December 31, 2007, respectively, based on quoted market prices.




        The
Issuers have no independent operating assets or operations. All wholly-owned subsidiaries, other than MarkWest Energy Finance Corporation, guarantee the Senior Notes, jointly and
severally and fully and unconditionally. The notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in
right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the
Partnership's obligations in respect of the Partnership Credit Agreement.



        The
indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries. Limitations under the indentures include the ability of the Partnership
and its restricted subsidiaries to incur additional indebtedness; declare or pay dividends or distributions, or redeem, repurchase or retire equity interests or subordinated indebtedness; make
investments; incur liens; create any consensual limitation on the ability of the Partnership's restricted subsidiaries to pay dividends, make loans or transfer property to the Partnership; engage in
transactions with the Partnership's affiliates; sell assets, including equity interests of the Partnership's subsidiaries; make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any subordinated obligation or guarantor subordination obligation (except principal and interest at maturity); and consolidate, merge or transfer assets. Subject
to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indentures pursuant to Rule 144A and Regulation S under the Securities Act of
1933. If at any time the Senior Notes are rated investment grade by both Moody's Investors Service, Inc. and Standard & Poor's Rating Services and



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MARKWEST ENERGY PARTNERS, L.P.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




15. Long-Term Debt (Continued)






no
default (as defined in the Indentures) has occurred and is continuing, many of such covenants will be suspended during the period of time in which the foregoing requirements are met or will
terminate entirely, in which case the Partnership and its subsidiaries will cease to be subject to such terminated covenants.



        2014 Senior Notes.    In October 2004, the Issuers completed a private placement, subsequently registered, of $225.0 million in
senior notes at a
fixed rate of 6.875%, payable semi-annually in arrears on May 1 and November 1, commencing May 1, 2005. The 2014 Senior Notes mature on November 1, 2014.




        2016 Senior Notes.    In July 2006, the Issuers completed a private placement, subsequently registered, of $200 million in aggregate
principal
amount of 8.5% senior notes due 2016 to qualified institutional buyers. The 2016 Senior Notes will mature on July 15, 2016, and interest is payable
semi-annually in arrears on July 15 and January 15, commencing January 15, 2007. In October 2006 the Partnership offered $75.0 million in additional debt
securities under this same indenture. The net proceeds from the private placements were approximately $191.2 million and $74.5 million, respectively, after deducting the initial
purchasers' discounts and legal, accounting and other transaction expenses.




        2018 Senior Notes.    In April 2008, the Issuers completed a private placement, subsequently registered, of $400 million in aggregate
principal
amount of 8.75% senior notes to qualified institutional buyers under Rule 144A. The 2018 Notes mature on April 15, 2018, and interest is payable semi-annually in arrears on
April 15 and October 15, commencing October 15, 2008. The Partnership received approximately $388.1 million, after deducting initial purchasers' discounts and the expenses
of the offering. Also, on May 1, 2008, the Partnership completed the placement of an additional $100.0 million pursuant to the indenture to the 2018 Senior Notes. The Partnership
received approximately $100.4 million, after including initial purchasers' premium and the estimated expenses of the offering. The notes issued in this offering and the notes issued on
April 15, 2008, are treated as a single class of debt securities under this same indenture. The Partnership utilized approximately $275.0 million of the net proceeds from the offerings
to repay the $225.0 million term loan portion of the Partnership Credit Agreement entered into on February 20, 2008 and to partially fund its 2008 capital expenditure requirements.



        The
aggregate minimum principal payments on long-term debt are as follows, as of December 31, 2008, exclusive of any prepayments allowable under the Partnership's debt
agreements (in thousands):
















































































Year ending December 31:



  
 

2009

 $ 

2010

   

2011

   

2012

  184,700 

2013

   

Thereafter

  1,000,000 
    

 $1,184,700 
    



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MARKWEST ENERGY PARTNERS, L.P.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Senior Notes





        MarkWest Energy Partners, L.P. and its wholly-owned subsidiary MarkWest Energy Finance Corporation (the "Issuers"), have three
series of senior notes outstanding as of December 31, 2008: $225.0 million principal due in November 2014 (the "2014 Senior Notes"), $275.0 million principal due in July 2016 (the
"2016 Senior Notes") and $500.0 million principal due in 2018 (the "2018 Senior Notes" and all together with the 2014 Senior Notes and 2016 Senior Notes, the "Senior Notes"). The estimated fair
value of the Senior Notes was approximately $627.1 million and
$490.7 million at December 31, 2008 and December 31, 2007, respectively, based on quoted market prices.




        The
Issuers have no independent operating assets or operations. All wholly-owned subsidiaries, other than MarkWest Energy Finance Corporation, guarantee the Senior Notes, jointly and
severally and fully and unconditionally. The notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in
right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the
Partnership's obligations in respect of the Partnership Credit Agreement.



        The
indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries. Limitations under the indentures include the ability of the Partnership
and its restricted subsidiaries to incur additional indebtedness; declare or pay dividends or distributions, or redeem, repurchase or retire equity interests or subordinated indebtedness; make
investments; incur liens; create any consensual limitation on the ability of the Partnership's restricted subsidiaries to pay dividends, make loans or transfer property to the Partnership; engage in
transactions with the Partnership's affiliates; sell assets, including equity interests of the Partnership's subsidiaries; make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any subordinated obligation or guarantor subordination obligation (except principal and interest at maturity); and consolidate, merge or transfer assets. Subject
to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indentures pursuant to Rule 144A and Regulation S under the Securities Act of
1933. If at any time the Senior Notes are rated investment grade by both Moody's Investors Service, Inc. and Standard & Poor's Rating Services and



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MARKWEST ENERGY PARTNERS, L.P.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




15. Long-Term Debt (Continued)






no
default (as defined in the Indentures) has occurred and is continuing, many of such covenants will be suspended during the period of time in which the foregoing requirements are met or will
terminate entirely, in which case the Partnership and its subsidiaries will cease to be subject to such terminated covenants.



        2014 Senior Notes.    In October 2004, the Issuers completed a private placement, subsequently registered, of $225.0 million in
senior notes at a
fixed rate of 6.875%, payable semi-annually in arrears on May 1 and November 1, commencing May 1, 2005. The 2014 Senior Notes mature on November 1, 2014.




        2016 Senior Notes.    In July 2006, the Issuers completed a private placement, subsequently registered, of $200 million in aggregate
principal
amount of 8.5% senior notes due 2016 to qualified institutional buyers. The 2016 Senior Notes will mature on July 15, 2016, and interest is payable
semi-annually in arrears on July 15 and January 15, commencing January 15, 2007. In October 2006 the Partnership offered $75.0 million in additional debt
securities under this same indenture. The net proceeds from the private placements were approximately $191.2 million and $74.5 million, respectively, after deducting the initial
purchasers' discounts and legal, accounting and other transaction expenses.




        2018 Senior Notes.    In April 2008, the Issuers completed a private placement, subsequently registered, of $400 million in aggregate
principal
amount of 8.75% senior notes to qualified institutional buyers under Rule 144A. The 2018 Notes mature on April 15, 2018, and interest is payable semi-annually in arrears on
April 15 and October 15, commencing October 15, 2008. The Partnership received approximately $388.1 million, after deducting initial purchasers' discounts and the expenses
of the offering. Also, on May 1, 2008, the Partnership completed the placement of an additional $100.0 million pursuant to the indenture to the 2018 Senior Notes. The Partnership
received approximately $100.4 million, after including initial purchasers' premium and the estimated expenses of the offering. The notes issued in this offering and the notes issued on
April 15, 2008, are treated as a single class of debt securities under this same indenture. The Partnership utilized approximately $275.0 million of the net proceeds from the offerings
to repay the $225.0 million term loan portion of the Partnership Credit Agreement entered into on February 20, 2008 and to partially fund its 2008 capital expenditure requirements.



        The
aggregate minimum principal payments on long-term debt are as follows, as of December 31, 2008, exclusive of any prepayments allowable under the Partnership's debt
agreements (in thousands):
















































































Year ending December 31:



  
 

2009

 $ 

2010

   

2011

   

2012

  184,700 

2013

   

Thereafter

  1,000,000 
    

 $1,184,700 
    



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MARKWEST ENERGY PARTNERS, L.P.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



This excerpt taken from the MWE 10-Q filed Nov 10, 2008.

Senior Notes

        On April 15, 2008, the Partnership and its wholly-owned subsidiary, MarkWest Energy Finance Corporation ("MarkWest Finance"), completed a private placement, subsequently registered, of $400 million in aggregate principal amount of 8.75% senior notes due 2018 to qualified institutional buyers under Rule 144A (the "2018 Senior Notes"). The Partnership received approximately $388.1 million, after deducting initial purchasers' discounts and the expenses of the offering. Also, on May 1, 2008, the Partnership completed the placement of an additional $100.0 million pursuant to the indenture to the 2018 Senior Notes ("Indenture"). The Partnership received approximately $100.4 million, after including initial purchasers' premium and the estimated expenses of the offering. The notes issued in this offering and the notes issued on April 15, 2008, are treated as a single class of debt securities under the Indenture. The Partnership is utilizing approximately $275.0 million of the net proceeds from the offerings to partially fund its 2008 capital expenditure requirements and the remaining net proceeds were used to repay the $225.0 million term loan portion of the Partnership Credit Agreement entered into on February 20, 2008.

        In addition to the 2018 Senior Notes issued in April 2008, the Partnership and its wholly-owned subsidiary MarkWest Finance have two other series of senior notes outstanding as of September 30, 2008: $225.0 million principal due in November 2014 (the "2014 Senior Notes"), and $275.0 million principal due in July 2016 (the "2016 Senior Notes" and all together with the 2014 Senior Notes and 2018 Senior Notes, the "Senior Notes"). The estimated fair value of the Senior Notes was approximately $941.3 million and $499.8 million at September 30, 2008 and December 31, 2007, respectively, based on quoted market prices.

        The Partnership has no independent operating assets or operations. All wholly-owned subsidiaries guarantee the Senior Notes, jointly and severally and fully and unconditionally. The notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of the Partnership Credit Agreement.

        The indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indentures pursuant to Rule 144A and Regulation S under the Securities Act of 1933. If at any time the Senior Notes are rated investment grade by both Moody's Investors Service, Inc. and Standard & Poor's Rating Services and no default (as defined in the Indentures) has occurred and is continuing, many of such covenants will be suspended during the period of time in

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MARKWEST ENERGY PARTNERS, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

(unaudited)

13. Long-Term Debt (Continued)


which the foregoing requirements are met or will terminate entirely, in which case the Partnership and its subsidiaries will cease to be subject to such terminated covenants.

This excerpt taken from the MWE 10-Q filed Aug 11, 2008.

Senior Notes

 

On April 15, 2008, the Partnership and its wholly-owned subsidiary, MarkWest Energy Finance Corporation (“MarkWest Finance”), completed a private placement of $400 million in aggregate principal amount of 8.75% senior notes due 2018 to qualified institutional buyers under Rule 144A (the “2018  Senior Notes”).  The Partnership received approximately $388.1 million, after deducting initial purchasers’ discounts and the expenses of the offering.  Also, on May 1, 2008, the Partnership completed the placement of an additional $100.0 million pursuant to the indenture to the 2018 Senior Notes (“Indenture”).  The Partnership received approximately $100.4 million, after including initial purchasers’ premium and the estimated expenses of the offering.  The notes issued in this offering and the notes issued on April 15, 2008, will be treated as a single class of debt securities under the Indenture.  The Partnership is utilizing approximately $275.0 million of the net proceeds from the offerings to partially fund its 2008 capital expenditure requirements and the remaining net proceeds were used to repay the $225.0 million term loan portion of the Partnership Credit Agreement entered into on February 20, 2008.

 

The Partnership filed an exchange offer registration statement, pursuant to the registration rights agreement relating to the 2018 Senior Notes, on May 27, 2008, which was within the time provided for in the subscription agreements.  The exchange offering was initiated on August 5, 2008 and is currently in process.

 

 In addition to the 2018 Senior Notes issued in April 2008, the Partnership and its wholly-owned subsidiary, MarkWest Finance have two other series of senior notes outstanding as of June 30, 2008; $225.0 million principal due in November 2014 (the “2014 Notes”), and $275.0 million principal due in July 2016 (the “2016 Notes” and all together the “Senior Notes”).  The estimated fair value of the Senior Notes was approximately $998.0 million and $499.8 million at June 30, 2008 and December 31, 2007, respectively, based on quoted market prices.

 

The Partnership has no independent operating assets or operations.  All wholly-owned subsidiaries guarantee the Senior Notes, jointly and severally and fully and unconditionally.  The notes are senior unsecured obligations equal in right of payment with all of the Partnership’s existing and future senior debt.  These notes are senior in right of payment to all of the Partnership’s future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership’s obligations in respect of the Partnership Credit Agreement.

 

The indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries.  Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indentures pursuant to Rule 144A and Regulation S under the Securities Act of 1933. If at any time, the 2018 Senior Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services and no default (as defined in the Indenture) has occurred and is continuing, many of such covenants will terminate, and the Partnership and its subsidiaries will cease be subject to such covenants.

 

This excerpt taken from the MWE 10-Q filed May 12, 2008.

Senior Notes

 

At March 31, 2008, the Partnership and its wholly-owned subsidiary, MarkWest Energy Finance Corporation (“MarkWest Finance”), have two series of senior notes outstanding; $225.0 million principal at a fixed rate of 6.875% due in November 2014 (the “2014 Notes”), recorded at $214.1 million, net of unamortized discount of $10.9 million, and $ 275.0 million, recorded at $274.0, net of unamortized discount of $1.0 million, at a fixed rate of 8.5% due in July 2016 (the “2016 Notes” and together the “Senior Notes”).  The estimated fair value of the Senior Notes was approximately $489.7 million and $499.8 million at March 31, 2008 and December 31, 2007, respectively, based on quoted market prices.

 

The Partnership has no independent operating assets or operations.  All wholly-owned subsidiaries guarantee the Senior Notes jointly and severally and fully and unconditionally.  The notes are senior unsecured obligations equal in right of payment with all of the Partnership’s existing and future senior debt.  These notes are senior in right of payment to all of the Partnership’s future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership’s obligations in respect of the Partnership Credit Agreement.

 

The indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries.  Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indentures pursuant to Rule 144A and Regulation S under the Securities Act of 1933.

 

This excerpt taken from the MWE 8-K filed Mar 14, 2008.

2014 Senior Notes

        In October 2004 the Issuers, co-issued $225.0 million in senior notes at a fixed rate of 6.875%, payable semi-annually in arrears on May 1 and November 1, and commencing on May 1, 2005 (the "2014 Senior Notes"). The 2014 Senior Notes mature on November 1, 2014. The Partnership may redeem some or all of the notes at any time on or after November 1, 2009, at certain redemption prices together with accrued and unpaid interest to the date of redemption. The Partnership may redeem all of the notes at any time prior to November 1, 2009, at a make-whole redemption price. In addition, prior to November 1, 2007, the Partnership may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of certain equity offerings at a stated redemption price. The Partnership must offer to repurchase the notes at a specified price if it a) sells certain assets and does not reinvest the proceeds or repay senior indebtedness, or b) experiences specific kinds of changes in control. The notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. The senior notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of its Partnership Credit Facility. The proceeds from these notes were used to pay down the Partnership's outstanding debt under its credit facility. The Issuers have no assets or operations independent of this debt and their investments in guarantor subsidiaries. Each of the Partnership's existing subsidiaries, other than MarkWest Energy Finance Corporation, has guaranteed the notes jointly and severally and fully and unconditionally. The 2014 Senior Notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of its Partnership Credit Facility.

        The indenture governing the Partnership's 2014 Senior Notes limits the activity of the Partnership and its restricted subsidiaries. Limitations include the ability of the Partnership and its restricted subsidiaries to incur additional indebtedness; declare or pay dividends or distributions, or redeem, repurchase or retire equity interests or subordinated indebtedness; make investments; incur liens; create any consensual limitation on the ability of the Partnership's restricted subsidiaries to pay dividends, make loans or transfer property to the Partnership; engage in transactions with the Partnership's affiliates; sell assets, including equity interests of the Partnership's subsidiaries; make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any subordinated obligation or guarantor subordination obligation (except principal and interest at maturity); and consolidate, merge or transfer assets. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indenture pursuant to Rule 144A and Regulation S under the Securities Act of 1933.

32


MARKWEST HYDROCARBON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt (Continued)

        The Partnership agreed to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, pursuant to a registration rights agreement relating to the 2014 Senior Notes. The Partnership failed to complete the exchange offer in the time provided for in the subscription agreements (April 26, 2005) and, as a consequence, was incurring an interest rate penalty of 0.5% annually, increasing 0.25% every 90 days thereafter up to 1%, until such time as the exchange offer was completed. The registration statement was filed on January 17, 2006, the exchange offer was completed on March 7, 2006, and the interest penalty ceased.

These excerpts taken from the MWE 10-K filed Feb 29, 2008.

2016 Senior Notes

        In July 2006 MarkWest Energy Partners, L.P. and its wholly owned subsidiary, MarkWest Energy Finance Corporation (the "Issuers"), co-issued $200 million in aggregate principal amount of 81/2%

103


MARKWEST ENERGY PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.    Debt (Continued)

senior notes due 2016 (the "2016 Senior Notes") to qualified institutional buyers. The 2016 Senior Notes will mature on July 15, 2016, and interest is payable on each July 15 and January 15, commencing January 15, 2007. In October 2006 the Partnership offered $75.0 million in additional debt securities under this same indenture. The net proceeds from the private placements were approximately $191.2 million and $74.5 million, respectively, after deducting the initial purchasers' discounts and legal, accounting and other transaction expenses. The Issuers used a portion of the net proceeds from the offerings to repay the term debt under the Partnership Credit Facility. Affiliates of several of the initial purchasers, including RBC Capital Markets Corporation, J.P. Morgan Securities Inc., and Wachovia Capital Markets, LLC, are lenders under the Partnership Credit Facility. The Issuers have no assets or operations independent of this debt and their investments in guarantor subsidiaries. Each of the Partnership's existing subsidiaries, other than MarkWest Energy Finance Corporation, has guaranteed the notes jointly and severally and fully and unconditionally. The 2016 Senior Notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of its Partnership Credit Facility.

        The indenture governing the Partnership's 2016 Senior Notes limits the activity of the Partnership and its restricted subsidiaries. Limitations under the indenture include the ability of the Partnership and its restricted subsidiaries to incur additional indebtedness; declare or pay dividends or distributions, or redeem, repurchase or retire equity interests or subordinated indebtedness; make investments; incur liens; create any consensual limitation on the ability of the Partnership's restricted subsidiaries to pay dividends, make loans or transfer property to the Partnership; engage in transactions with the Partnership's affiliates; sell assets, including equity interests of the Partnership's subsidiaries; make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any subordinated obligation or guarantor subordination obligation (except principal and interest at maturity); and consolidate, merge or transfer assets. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indenture pursuant to Rule 144A and Regulation S under the Securities Act of 1933.

        The aggregate minimum principal payments on long-term debt are as follows, as of December 31, 2007, exclusive of any prepayments related to Excess Cash Flow (in thousands):

Year ending December 31:

   
2008   $
2009    
2010     55,500
2011    
2012    
Thereafter     500,000
   
    $ 555,500
   

104


MARKWEST ENERGY PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2016 Senior Notes





        In July 2006 MarkWest Energy Partners, L.P. and its wholly owned subsidiary, MarkWest Energy Finance Corporation (the "Issuers"),
co-issued $200 million in aggregate principal amount of 81/2%



103









MARKWEST ENERGY PARTNERS, L.P.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



11.    Debt (Continued)



senior
notes due 2016 (the "2016 Senior Notes") to qualified institutional buyers. The 2016 Senior Notes will mature on July 15, 2016, and interest is payable on each July 15 and
January 15, commencing January 15, 2007. In October 2006 the Partnership offered $75.0 million in additional debt securities under this same indenture. The net proceeds
from the private placements were approximately $191.2 million and $74.5 million, respectively, after deducting the initial purchasers' discounts and legal, accounting and other
transaction expenses. The Issuers used a portion of the net proceeds from the offerings to repay the term debt under the Partnership Credit Facility. Affiliates of several of the initial purchasers,
including RBC Capital Markets Corporation, J.P. Morgan Securities Inc., and Wachovia Capital Markets, LLC, are lenders under the Partnership Credit Facility. The Issuers have no
assets or operations independent of this debt and their investments in guarantor subsidiaries. Each of the Partnership's existing subsidiaries, other than MarkWest Energy Finance Corporation, has
guaranteed the notes jointly and severally and fully and unconditionally. The 2016 Senior Notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and
future senior debt. These notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the
assets securing the debt, including the Partnership's obligations in respect of its Partnership Credit Facility.



        The
indenture governing the Partnership's 2016 Senior Notes limits the activity of the Partnership and its restricted subsidiaries. Limitations under the indenture include the ability of
the Partnership and its restricted subsidiaries to incur additional indebtedness; declare or pay dividends or distributions, or redeem, repurchase or retire equity interests or subordinated
indebtedness; make investments; incur liens; create any consensual limitation on the ability of the Partnership's restricted subsidiaries to pay dividends, make loans or transfer property to the
Partnership; engage in transactions with the Partnership's affiliates; sell assets, including equity interests of the Partnership's subsidiaries; make any payment on or with respect to, or purchase,
redeem, defease or otherwise acquire or retire for value any subordinated obligation or guarantor subordination obligation (except principal and interest at maturity); and consolidate, merge or
transfer assets. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indenture pursuant to Rule 144A and Regulation S
under the Securities Act of 1933.



        The
aggregate minimum principal payments on long-term debt are as follows, as of December 31, 2007, exclusive of any prepayments related to Excess Cash Flow (in
thousands):






























































Year ending December 31:

  
2008 $
2009  
2010  55,500
2011  
2012  
Thereafter  500,000
  
  $555,500
  



104








MARKWEST ENERGY PARTNERS, L.P.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



This excerpt taken from the MWE 10-Q filed Nov 8, 2007.

Senior Notes

        At September 30, 2007, the Partnership and its wholly owned subsidiary, MarkWest Energy Finance Corporation, had two series of senior notes outstanding; $225.0 million at a fixed rate of 6.875% due in November 2014 and $272.1 million, net of unamortized discount of $2.9 million, at a fixed rate of 8.5% due in July 2016 (the "2016 Notes"), together (the "Senior Notes"). The estimated fair value of the Senior Notes was approximately $478.3 million and $499.8 million at September 30, 2007, and December 31, 2006, respectively, based on quoted market prices.

        Each of the Partnership's existing subsidiaries, other than MarkWest Energy Finance Corporation, has guaranteed the Senior Notes jointly and severally and fully and unconditionally. The notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of its Credit Facility.

        The indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indenture pursuant to Rule 144A and Regulation S under the Securities Act of 1933.

        The Partnership agreed to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, pursuant to a registration rights agreement relating to the 2016 Senior Notes. The Partnership failed to complete the exchange offer in the time provided for in the subscription agreements, and as a consequence incurred penalty interest of 0.5% from January 7, 2007 until February 26, 2007, when the exchange offer was completed.

This excerpt taken from the MWE 10-Q filed Nov 5, 2007.

Senior Notes

        At March 31, 2007, the Partnership and its wholly owned subsidiary, MarkWest Energy Finance Corporation, had two series of senior notes outstanding; $225.0 million at a fixed rate of 6.875% due in November 2014 (the "2014 Notes") and $271.9 million, net of unamortized discount of $3.1 million, at a fixed rate of 8.5% due in July 2016 (the "2016 Notes"), together (the "Senior Notes"). The estimated fair value of the Senior Notes was approximately $505.5 million and $499.8 million at March 31, 2007 and December 31, 2006, respectively, based on quoted market prices.

        The Partnership has no independent assets or operations. Each of the Partnership's existing subsidiaries, other than MarkWest Energy Finance Corporation, has guaranteed the Senior Notes jointly and severally and fully and unconditionally. The notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of its Credit Facility.

        The indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indenture pursuant to Rule 144A and Regulation S under the Securities Act of 1933.

        The Partnership agreed to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, pursuant to a registration rights agreement relating to the 2016 Senior Notes. The Partnership failed to complete the exchange offer in the time provided for in the subscription agreements (January 6, 2007), and as a consequence incurred penalty interest of 0.5% from January 7, 2007 until February 26, 2007, when the exchange offer was completed.

This excerpt taken from the MWE 10-Q filed Nov 5, 2007.

Senior Notes

        At June 30, 2007, the Partnership and its wholly owned subsidiary, MarkWest Energy Finance Corporation, had two series of senior notes outstanding: $225.0 million at a fixed rate of 6.875% due in November 2014 (the "2014 Notes") and $272.0 million, net of unamortized discount of $3.0 million, at a fixed rate of 8.5% due in July 2016 (the "2016 Notes"), together (the "Senior Notes"). The estimated fair value of the Senior Notes was approximately $485.9 million and $499.8 million at June 30, 2007, and December 31, 2006, respectively, based on quoted market prices.

        The Partnership has no independent assets or operations other than investment in subsidiaries and issuance of debt. Each of the Partnership's existing subsidiaries, other than MarkWest Energy Finance Corporation, has guaranteed the Senior Notes jointly and severally and fully and unconditionally. The notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of its Credit Facility.

        The indentures governing the Senior Notes limit the activity of the Partnership and its restricted subsidiaries. Subject to compliance with certain covenants, the Partnership may issue additional notes

11



from time to time under the indenture pursuant to Rule 144A and Regulation S under the Securities Act of 1933.

        The Partnership agreed to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, pursuant to a registration rights agreement relating to the 2016 Senior Notes. The Partnership failed to complete the exchange offer in the time provided for in the subscription agreements (January 6, 2007), and as a consequence incurred penalty interest of 0.5% from January 7, 2007, until February 26, 2007, when the exchange offer was completed.

This excerpt taken from the MWE 10-K filed Nov 5, 2007.

2014 Senior Notes

        In October 2004 MarkWest Energy Partners, L.P. and its wholly owned subsidiary, MarkWest Energy Finance Corporation (the "Issuers"), co-issued $225.0 million in senior notes at a fixed rate of 6.875%, payable semi-annually in arrears on May 1 and November 1, and commencing on May 1, 2005 (the "2014 Senior Notes"). The 2014 Senior Notes mature on November 1, 2014. The Partnership may redeem some or all of the notes at any time on or after November 1, 2009, at certain redemption prices together with accrued and unpaid interest to the date of redemption. The Partnership may redeem all of the notes at any time prior to November 1, 2009, at a make-whole redemption price. In addition, prior to November 1, 2007, the Partnership may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of certain equity offerings at a stated redemption price. The Partnership must offer to repurchase the notes at a specified price if it a) sells certain assets and does not reinvest the proceeds or repay senior indebtedness, or b) experiences specific kinds of changes in control. The notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. The senior notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of its Partnership Credit Facility. The proceeds from these notes were used to pay down the Partnership's outstanding debt under its credit facility. The Issuers have no assets or operations independent of this debt and their investments in guarantor subsidiaries. Each of the Partnership's existing subsidiaries, other than MarkWest Energy Finance Corporation, has guaranteed the notes jointly and severally and fully and unconditionally. The 2014 notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. These notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of its Partnership Credit Facility.

        The indenture governing the Partnership's 2014 senior notes limits the activity of the Partnership and its restricted subsidiaries. Limitations include the ability of the Partnership and its restricted subsidiaries to incur additional indebtedness; declare or pay dividends or distributions, or redeem, repurchase or retire equity interests or subordinated indebtedness; make investments; incur liens; create

108



any consensual limitation on the ability of the Partnership's restricted subsidiaries to pay dividends, make loans or transfer property to the Partnership; engage in transactions with the Partnership's affiliates; sell assets, including equity interests of the Partnership's subsidiaries; make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any subordinated obligation or guarantor subordination obligation (except principal and interest at maturity); and consolidate, merge or transfer assets. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indenture pursuant to Rule 144A and Regulation S under the Securities Act of 1933.

        The Partnership agreed to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, pursuant to a registration rights agreement relating to the 2014 senior notes. The Partnership failed to complete the exchange offer in the time provided for in the subscription agreements (April 26, 2005) and, as a consequence, was incurring an interest rate penalty of 0.5% annually, increasing 0.25% every 90 days thereafter up to 1%, until such time as the exchange offer was completed. The registration statement was filed on January 17, 2006, the exchange offer was completed on March 7, 2006, and the interest penalty ceased.

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