Markwest Hydrocarbon Inc-Filing of certain prospectuses & communications for business combination transactions (425)
November 21 2007 - 1:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 16, 2007
MARKWEST
ENERGY PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
Delaware
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001-31239
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27-0005456
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(State or other
jurisdiction of
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(Commission File
Number)
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(I.R.S. Employer
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incorporation or
organization)
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Identification Number)
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1515 Arapahoe Street, Tower 2, Suite
700, Denver, CO 80202
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(Address of principal executive offices)
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Registrants
telephone number, including area code:
303-925-9200
Not Applicable.
(Former
name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2.
below):
x
Written Communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-Commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-Commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive
Agreement.
On
November 16, 2007, MarkWest Energy Appalachia, L.L.C., a wholly-owned
subsidiary of MarkWest Energy Partners, L.P. (the Partnership) entered into a
set of Agreements, including the amendment and termination of previous
agreements (collectively the Agreements) with Equitable Production Company
and Equitable Gathering, LLC (Equitable).
The Agreements modify and extend the NGL transportation, fractionation
and marketing arrangements between the Partnership and Equitable through March
31, 2015, and through expansion of processing facilities, will accommodate
increases in NGL production from operations owned or controlled by Equitable,
and the concomitant expansion of fractionation capacity by the Partnership of
its Siloam fractionation facility. As
part of the restructuring of the NGL transportation, fractionation and
marketing arrangements between the parties, the Agreements also provide for
Equitables acquisition of the Partnerships Maytown gas processing facilities
located near Langley, Kentucky. The
agreement also provides for the termination of the Partnerships 1999 NGL
pipeline lease agreement with Equitable and the settlement of claims between
the parties. MarkWest is planning to
spend approximately $20 million for expansion of its Siloam fractionation
capacity and related facilities in support of the Agreements and other internal
expansion projects,
A
press release to announce the Agreements is furnished as Exhibit 99.1.
Item 1.02. Termination of a Material Definitive
Agreement.
The
information filed in Item 1.01 above is incorporated by reference herein.
Item 2.05.
Costs
Associated with Exit or Disposal Activities
.
The
information filed in Item 1.01 above is incorporated by reference herein.
The
costs associated with the transfer of the Maytown plant and the termination of
the 1999 NGL pipeline lease agreement will result in a charge of approximately
$6.1 million to the Partnership.
Cautionary Statements
This filing and press release includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of
historical facts included or incorporated herein may constitute forward-looking
statements. Actual results could vary
significantly from those expressed or implied in such statements and are
subject to a number of risks and uncertainties.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct.
The forward-looking statements involve risks and uncertainties that
affect our operations, financial performance and other factors as discussed in
our filings with the Securities and Exchange Commission. Among the factors that could cause results to
differ materially are those risks discussed in our Form 10-K/A for the year
ended December 31, 2006, as filed with the SEC.
You are urged to carefully
review and consider the cautionary statements and other disclosures made in
those filings, specifically those under the heading Risk Factors. We do not undertake any duty to update any
forward-looking statement.
Although we believe that the
expectations reflected in the forward-looking statements, specifically those
including those referring to future performance, growth, cash flow, operating
income, distributable cash flow (DCF), distributions, or other factors, are
reasonable, these forward-looking statements are not guarantees of future
performance and we can give no assurance that such expectations will prove to
be correct and that projected performance or distributions may not be
achieved. Among the factors that could
cause results to differ materially are those risks discussed in our Form S-1,
as amended, our Annual Report on Form 10-K/A for the year ended December 31,
2006, and our Quarterly Reports on Form
2
10-Q, as amended,
each as filed with the SEC. You are also
urged to carefully review and consider the cautionary statements and other
disclosures, including those under the heading Risk Factors, made in those
filings, which identify and discuss significant risks, uncertainties and
various other factors that could cause actual results to vary significantly
from those expressed or implied in the forward-looking statements. We do not undertake any duty to update any
forward-looking statement.
MarkWest Energy Partners and
MarkWest Hydrocarbon filed a preliminary joint proxy statement/prospectus and
other documents with the Securities and Exchange Commission (the SEC) in
relation to the merger transaction announced on September 5, 2007. Investors and security holders are urged to
read these documents carefully because they contain important information
regarding MarkWest Energy Partners, MarkWest Hydrocarbon, and the transaction.
A definitive joint proxy statement/prospectus will be sent to security holders
of MarkWest Energy Partners and MarkWest Hydrocarbon seeking their approval of
the transactions contemplated by the redemption and merger agreement. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents containing information about MarkWest
Energy Partners and MarkWest Hydrocarbon, without charge, at the SECs website
at www.sec.gov. Copies of the joint proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the joint proxy
statement/prospectus may also be obtained free of charge by directing a request
to the entities investor relations department at 866-858-0482, or by accessing
the companies website at www.markwest.com.
MarkWest Energy Partners,
MarkWest Hydrocarbon, the officers and directors of the general partner of
MarkWest Energy Partners, and the officers and directors of MarkWest
Hydrocarbon may be deemed to be participants in the solicitation of proxies
from their security holders. Information about these persons can be found in
the Annual Report on Form 10-K/A for the year ended December 31, 2006, for each
of MarkWest Energy Partners and MarkWest Hydrocarbon, as filed with the SEC, and
additional information about such persons may be obtained from the joint proxy
statement/prospectus when it becomes available.
This document shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
ITEM 9.01. Financial Statements and Exhibits
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(d)
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Exhibits.
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Exhibit No.
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Description of Exhibit
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99.1
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Press
release dated November 20, 2007, announcing $60 million expansion in
Appalachia.
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3
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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MARKWEST ENERGY PARTNERS,
L.P.
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(Registrant)
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By:
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MarkWest Energy GP,
L.L.C.,
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Its General Partner
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Date: November 21, 2007
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By:
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/s/ NANCY K. BUESE
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Nancy
K. Buese
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Senior
Vice President and Chief Financial Officer
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