2.2.0.25falsefalse1170 - Disclosure - Long-Term Debttruefalsefalse1falsefalseUSDfalsefalse1/1/2010 - 12/31/2010 USD ($) USD ($) / shares $D2010http://www.sec.gov/CIK0001166036duration2010-01-01T00:00:002010-12-31T00:00:00USDStandardhttp://www.xbrl.org/2003/iso4217USDiso42170SharesStandardhttp://www.xbrl.org/2003/instancesharesxbrli0USDPerShareDividehttp://www.xbrl.org/2003/iso4217USDiso4217http://www.xbrl.org/2003/instancesharesxbrli0USDUSD$2true0mwe_LongTermDebtDisclosureAbstractmwefalsenadurationNo definition available.falsefalsefalsefalsefalsefalsefalsefalsefalsefalse1falsefalsefalse00falsefalsefalsefalsefalseOtherxbrli:stringItemTypestringNo definition available.falsefalseLong-Term Debt3false0us-gaap_DebtDisclosureTextBlockus-gaaptruenadurationNo definition available.falsefalsefalsefalsefalsefalsefalsefalsefalsefalseterselabel1falsefalsefalse00<table style="font-size:10pt; font-family:'Times New Roman',times,serif;"> <tr> <td> 17. Long-Term Debt         Debt is summarized below (in thousands): <div style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0pt; MARGIN-LEFT: 10%; WIDTH: 80%; PADDING-TOP: 0pt; POSITION: relative">   <div align="center"> <table cellspacing="0" cellpadding="0" width="100%" border="0"> <tr style="HEIGHT: 0px"> <td style="FONT-FAMILY: times" align="left" width="10"></td> <td style="FONT-FAMILY: times" align="left" width="10"></td> <td style="FONT-FAMILY: times" align="left"></td> <td style="FONT-FAMILY: times" width="12"></td> <td style="FONT-FAMILY: times" align="right" width="7"></td> <td style="FONT-FAMILY: times" width="88"></td> <td style="FONT-FAMILY: times" width="12"></td> <td style="FONT-FAMILY: times" align="right" width="7"></td> <td style="FONT-FAMILY: times" width="88"></td> <td style="FONT-FAMILY: times" width="12"></td></tr> <tr style="HEIGHT: 0px" valign="bottom"> <th style="FONT-FAMILY: times" align="left" colspan="3">  </th> <th style="FONT-FAMILY: times"> </th> <th style="BORDER-BOTTOM: #000000 1pt solid; FONT-FAMILY: times" align="center" colspan="2">December 31, 2010 </th> <th style="FONT-FAMILY: times"> </th> <th style="BORDER-BOTTOM: #000000 1pt solid; FONT-FAMILY: times" align="center" colspan="2">December 31, 2009 </th> <th style="FONT-FAMILY: times"> </th></tr> <tr style="HEIGHT: 0px" valign="bottom" bgcolor="#CCEEFF"> <td style="FONT-FAMILY: times" colspan="3"> Credit Facility</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td></tr> <tr style="HEIGHT: 0px" valign="bottom" bgcolor="white"> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" colspan="2"> Revolving credit facility, 5.25% interest, due July 2015</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">$</td> <td style="FONT-FAMILY: times" align="right"></td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">$</td> <td style="FONT-FAMILY: times" align="right">59,300</td> <td style="FONT-FAMILY: times"> </td></tr> <tr style="HEIGHT: 0px" valign="bottom" bgcolor="#CCEEFF"> <td style="FONT-FAMILY: times" colspan="3"> Senior Notes</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td></tr> <tr style="HEIGHT: 0px" valign="bottom" bgcolor="white"> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" colspan="2"> Senior Notes, 8.5% interest, net of discount of $642 and $762, respectively, issued July 2006 and due July 2016(1)</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">274,358</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">274,238</td> <td style="FONT-FAMILY: times"> </td></tr> <tr style="HEIGHT: 0px" valign="bottom" bgcolor="#CCEEFF"> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" colspan="2"> Senior Notes, 8.75% interest, net of discount of $924 and $1,051, respectively, issued April and May 2008 and due April 2018(2)</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">499,076</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">498,949</td> <td style="FONT-FAMILY: times"> </td></tr> <tr style="HEIGHT: 0px" valign="bottom" bgcolor="white"> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" colspan="2"> Senior Notes, 6.75% interest, issued November 2010 and due November 2020</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">500,000</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right"></td> <td style="FONT-FAMILY: times"> </td></tr> <tr style="HEIGHT: 0px" valign="bottom" bgcolor="#CCEEFF"> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" colspan="2"> Senior Notes, 6.875% interest, net of discount of $8,089, issued October 2004</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right"></td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">216,911</td> <td style="FONT-FAMILY: times"> </td></tr> <tr style="HEIGHT: 0px" valign="bottom" bgcolor="white"> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" colspan="2"> Senior Notes, 6.875% interest, net of discount of $29,515, issued May 2009(3)</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right"></td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">120,674</td> <td style="FONT-FAMILY: times"> </td></tr> <tr style="FONT-SIZE: 1.5pt; HEIGHT: 0px" valign="top"> <td style="FONT-FAMILY: times" valign="bottom" colspan="3"> </td> <td style="FONT-FAMILY: times" valign="bottom"> </td> <td style="BORDER-BOTTOM: #000000 1pt solid; FONT-FAMILY: times" valign="bottom" align="right" colspan="2"> </td> <td style="FONT-FAMILY: times" valign="bottom"> </td> <td style="BORDER-BOTTOM: #000000 1pt solid; FONT-FAMILY: times" valign="bottom" align="right" colspan="2"> </td> <td style="FONT-FAMILY: times" valign="bottom"> </td></tr> <tr style="HEIGHT: 0px" valign="bottom" bgcolor="#CCEEFF"> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times"> Total long-term debt</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">$</td> <td style="FONT-FAMILY: times" align="right">1,273,434</td> <td style="FONT-FAMILY: times"> </td> <td style="FONT-FAMILY: times" align="right">$</td> <td style="FONT-FAMILY: times" align="right">1,170,072</td> <td style="FONT-FAMILY: times"> </td></tr> <tr style="FONT-SIZE: 1.5pt; HEIGHT: 0px" valign="top"> <td style="FONT-FAMILY: times" valign="bottom" colspan="3"> </td> <td style="FONT-FAMILY: times" valign="bottom"> </td> <td style="BORDER-BOTTOM: #000000 2.25pt double; FONT-FAMILY: times" valign="bottom" align="right" colspan="2"> </td> <td style="FONT-FAMILY: times" valign="bottom"> </td> <td style="BORDER-BOTTOM: #000000 2.25pt double; FONT-FAMILY: times" valign="bottom" align="right" colspan="2"> </td> <td style="FONT-FAMILY: times" valign="bottom"> </td></tr></table></div> </div> <div style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0pt; MARGIN-LEFT: 10%; PADDING-TOP: 0pt; POSITION: relative; TEXT-ALIGN: left"> <hr style="COLOR: #000000" align="left" width="26%" noshade="noshade" size="1" /> <dl compact="compact"> <dt style="MARGIN-BOTTOM: -11pt; FONT-FAMILY: times">(1)</dt> <dd style="FONT-FAMILY: times">On February 9, 2011, the Partnership commenced a cash tender offer for any and all of the outstanding $275.0 million aggregate principal amount of its 8.5% senior notes due 2016 (see Note 30). </dd> <dt style="MARGIN-BOTTOM: -11pt; FONT-FAMILY: times">(2)</dt> <dd style="FONT-FAMILY: times">On February 9, 2011, the Partnership commenced a cash tender offer for up to $125.0 million aggregate principal amount of its 8.75% senior notes due 2018 (see Note 30). </dd> <dt style="MARGIN-BOTTOM: -11pt; FONT-FAMILY: times">(3)</dt> <dd style="FONT-FAMILY: times">Includes fair value of approximately $0.2 million of written put options as of December 31, 2009 as discussed below. </dd></dl></div> Credit Facility         On February 20, 2008, the Partnership entered into a new credit agreement ("Partnership Credit Agreement"). The Partnership Credit Agreement originally provided for a maximum lending limit of $575.0 million and included a senior secured revolving credit facility ("Credit Facility") of $350.0 million (that under certain circumstances could be increased to $550.0 million) and a $225.0 million term loan, both of which could be repaid at any time without penalty. Initial borrowings under the Credit Facility were used to finance other payments under the Merger and to repay amounts due on Partnership's previous credit facility revolver of $67.0 million. The Partnership retired the term loan in April 2008 using a portion of the proceeds from a private placement of Senior Notes completed on April 15, 2008. The Partnership recorded a charge of $4.2 million to write-off the deferred financing costs associated with the term loan, which is included in Amortization of deferred financing costs and discount in the accompanying Consolidated Statements of Operations.         On January 28, 2009, the Partnership entered into the first amendment to its Partnership Credit Agreement which became effective March 2, 2009. The amendment expanded the borrowing capacity under the Credit Facility from $350.0 million to $435.6 million. The Partnership incurred and capitalized approximately $4.3 million of debt modification fees and other professional services as a result of the amendment. The amendment also resulted in the write-off of approximately $0.3 million of previously capitalized deferred finance costs during the first quarter of 2009, which is included in Amortization of deferred financing costs and discount in the accompanying Consolidated Statements of Operations.         On July 1, 2010, the Partnership entered into an amended and restated credit agreement that initially increased the borrowing capacity of the Credit Facility to $700 million, with an uncommitted accordion feature of up to $200 million. On July 29, 2010, the Partnership executed a joinder agreement to include an additional member in the bank group participating in the Credit Facility and to exercise a portion of the accordion feature under the Credit Facility, thereby increasing the borrowing capacity to $705 million and reducing the uncommitted accordion feature to $195 million. The Credit Facility matures on July 1, 2015. The Partnership incurred approximately $11.2 million of deferred financing costs associated with the modification of the Credit Facility.         The borrowings under the Credit Facility bear interest at a variable interest rate, plus basis points. The variable interest rate is based either on LIBOR ("LIBOR Loans") or the higher of (a) the prime rate set by the Credit Facility's administrative agent, (b) the Federal Funds Rate plus 0.5% and (c) the rate for LIBOR for a one month interest period plus 1% ("Alternate Base Rate Loans"). The basis points correspond to the ratio of the Partnership's Consolidated Funded Debt (as defined in the Credit Facility) to the Partnership's Adjusted Consolidated EBITDA (as defined in the Credit Facility), ranging from 1.5% to 2.5% for Alternate Base Rate Loans and from 2.5% to 3.5% for LIBOR Loans. The Partnership may utilize up to $150 million of the Credit Facility for the issuance of letters of credit and $10 million for shorter term swingline loans.         Under the provisions of the Credit Facility, the Partnership is subject to a number of restrictions and covenants. Significant financial covenants under the Credit Facility include the Interest Coverage Ratio (as defined in the Credit Facility), which must be greater than 2.75 to 1.0, and the Total Leverage Ratio (as defined in the Credit Facility), which must be less than 5.25 to 1.0. As of December 31, 2010, the Partnership was in compliance with these covenants. These covenants are used to calculate the available borrowing capacity on a quarterly basis. The Credit Facility is guaranteed and collateralized by substantially all of the Partnership's assets and those of its wholly-owned subsidiaries. As of December 31, 2010, the Partnership had no borrowings outstanding and $27.4 million of letters of credit outstanding under the Credit Facility, leaving approximately $677.6 million available for borrowing. <ul> <li style="list-style: none"> Senior Notes </li></ul>         As of December 31, 2010, 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: $275.0 million aggregate principal issued in July 2006 and due in July 2016 (the "2016 Senior Notes"), $500.0 million aggregate principal issued in April and May 2008 and due in April 2018 (the "2018 Senior Notes"), and $500.0 million aggregate principal issued in November 2010 and due in November 2020 (the "2020 Senior Notes" and all together with the 2016 Senior Notes and 2018 Senior Notes, the "Senior Notes").         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.         2014 Senior NotesMirror.    In May 2009, the Issuers completed a private placement, subsequently registered, of $150.0 million in aggregate principal amount of 6.875% senior unsecured notes to qualified institutional buyers under Rule 144A. Although the terms of the 2014 Senior NotesMirror were substantially the same as the terms of the 2014 Senior Notes, the 2014 Senior NotesMirror were issued under a different indenture and were not part of the same series of notes. The Partnership received proceeds of approximately $113.8 million, after deducting the underwriting fees and other third-party expenses associated with the private placement. The proceeds were primarily used to repay borrowings under the Credit Facility. Interest on these senior notes was payable on each May 1 and November 1, and accrued from May 26, 2009.         The 2014 Senior Notes and the 2014 Senior NotesMirror were redeemed in the fourth quarter of 2010. The Partnership recorded a pre-tax loss of approximately $46.3 million in the fourth quarter of 2010, which consists of approximately $36.6 million related to the non-cash write-off of the unamortized discount and deferred finance costs and approximately $9.7 million related to the payment of premiums. This loss is recorded in Loss on redemption of debt in the accompanying Consolidated Statements of Operations.         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 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.         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 Senior 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 proceeds of approximately $388.1 million, after deducting the underwriting fees and the other 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 deducting the third-party expenses associated with 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.         2020 Senior Notes.    On November 2, 2010, the Issuers completed a public offering of $500 million in aggregate principal amount of 6.75% senior unsecured notes. The 2020 Senior Notes mature on November 1, 2020, and interest is payable semi-annually in arrears on May 1 and November 1, commencing May 1, 2011. The Partnership received proceeds of approximately $490.3 million after deducting the underwriting fees and the other third-party expenses associated with the offering. The Partnership used a portion of the net proceeds from the 2020 Senior Notes offering to redeem the 2014 Senior Notes and the 2014 Senior NotesMirror as discussed above. The remaining proceeds were used to repay all borrowings outstanding under the Credit Facility and to provide working capital for general partnership purposes.         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 26 for required consolidating financial information). 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 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.         As of December 31, 2010, there are no minimum principal payments on long-term debt due during the next five years. The full $1,275 million principal amount is due between 2016 and 2020. See Note 30 for discussion of Senior Notes transactions subsequent to December 31, 2010. <ul> <li style="list-style: none"> Embedded Put Option</li></ul>         The indenture for the 2014 Senior NotesMirror contained the following two contingent written put options exercisable by the debt holders (see Note 6 for more information on the separate accounting for the written put options and Note 7 for more information on the determination of the fair value):         Change in Control PutIn the event of a change in control of the Partnership, the debt holders had the option to put the notes at 101% of principal amount, plus any accrued interest.         Asset Sale Offer PutIn the event the Partnership consummated an asset sale, as defined in the indenture, and failed to use the net proceeds in excess of $10.0 million to: (i) pay off indebtedness under the Credit Facility; (ii) to make capital expenditures; (iii) to acquire other long-term tangible assets or (iv) to invest the proceeds in any other approved investment, the Partnership must have used the excess proceeds to offer to repurchase some portion of the senior notes at 100% of principal amount, plus any accrued interest.         The written put options were considered embedded derivatives primarily due to the fact that they were contingently exercisable and the notes were issued at a substantial discount. Substantially similar contingent written put options are also in the indentures for the Partnership's other Senior Note offerings, but they do not require separate accounting because their issuance was not at a substantial discount.</td></tr></table> 17. Long-Term Debt         Debt is summarized below (in thousands): <!-- User-specified TAGGED TABLEfalsefalsefalsefalsefalseOtherus-types:textBlockItemTypestringInformation about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 4 falsefalseLong-Term Debt12Long-Term DebtUnKnownUnKnownUnKnownUnKnownfalsetrue