As filed with the
Securities and Exchange Commission on December 21, 2007
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION
STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE
ACT OF 1934 AND RULE 13E-3 THEREUNDER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
MARKWEST HYDROCARBON, INC.
(Name of the Issuer)
MARKWEST ENERGY PARTNERS, L.P.
MARKWEST HYDROCARBON, INC.
MARKWEST ENERGY GP, L.L.C.
John M.
Fox
MWHC
Holding, Inc.
(Names of Persons Filing
Statement)
COMMON STOCK, PAR VALUE $.01 PER
SHARE
(Title of Class of
Securities)
570762104
(CUSIP Number of Class of Securities)
Andrew
L. Schroeder
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|
C.
Corwin Bromley
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C. Corwin
Bromley
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|
John M.
Fox
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MarkWest
Energy Partners, L.P.
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|
MarkWest
Hydrocarbon, Inc.
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MarkWest
Energy GP, L.L.C.
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|
MWHC
Holding, Inc.
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1515
Arapahoe Street
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1515
Arapahoe Street
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1515
Arapahoe Street
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155
Inverness Dr. West
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Tower 2,
Suite 700
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Tower 2,
Suite 700
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Tower 2,
Suite 700
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Suite
330
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Denver,
Colorado 80202
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Denver,
Colorado 80202
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|
Denver,
Colorado 80202
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|
Englewood,
Colorado, 80112
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(303)
925-9200
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(303)
925-9200
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(303)
925-9200
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(303)
468-0094
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(Name, Address, and
Telephone Numbers of Person Authorized to Receive
Notices and
Communications on Behalf of the Persons Filing Statement)
COPIES TO:
Michael
J. Swidler
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George
A. Hagerty
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Francis
Wheeler
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Vinson & Elkins L.L.P.
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Hogan
& Hartson LLP
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Cooley
Godward Kronish LLP
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666
Fifth Avenue
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One
Tabor Center, Suite 1500
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380
Interlocken Crescent
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26th
Floor
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1200
Seventeenth Street
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Suite
900
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New
York, New York 10103
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Denver,
Colorado 80202
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Broomfield,
Colorado 80021
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(212)
237-0000
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(303)
899-7300
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(720)
566-4000
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This statement is filed in
connection with (check the appropriate box):
a.
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x
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The filing of solicitation materials or an
information statement subject to Regulation 14A (§§240.14a-1 through
240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(§240.13e-3(c)) under the Securities Exchange Act of 1934 (the Act).
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b.
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x
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The filing of a registration statement under the
Securities Act of 1933.
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c.
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o
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A tender offer.
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d.
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o
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None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies:
x
Calculation of Filing Fee
Transaction valuation*
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|
Amount of filing fee**
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$738,910,406
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$22,685
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*
Calculated solely for the purpose of
determining the filing fee. The filing fee was calculated based on the
sum of (1) an aggregate cash payment of $240,525,840 for the proposed
redemption of 12,026,292 shares of MarkWest Hydrocarbon, Inc.s common stock,
and (2) the proposed maximum aggregate offering price for 15,453,785 common
units of MarkWest Energy Partners, L.P. to be issued in connection with the
merger of $498,384,566 (the sum of (1) and (2), the Transaction Valuation).
**
The amount of the filing
fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated
by multiplying the Transaction value by 0.00003070.
x
Check
the box if any part of the fee is offset as provided by §240.0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
$15,301
(2)
Form or Registration
No.: Form S-4
(3)
Filing Party: MarkWest
Energy Partners, L.P.
(4)
Date Filed: November 14,
2007
Introduction
This Rule 13e-3
Transaction Statement on Schedule 13E-3 (this Schedule) is being filed by (i)
MarkWest Hydrocarbon, Inc., a Delaware corporation (the Corporation) and the
issuer of the common stock which is the subject of the Rule 13e-3 transaction,
(ii) MarkWest Energy Partners, L.P., a Delaware limited partnership (the Partnership), (iii) MarkWest Energy
GP, L.L.C. (the General Partner), (iv) John M. Fox, and (v) MWHC Holding, Inc. This Schedule relates to the Agreement and
Plan of Redemption and Merger, dated as of September 5, 2007, by and among the
Partnership, the Corporation and MWEP, L.L.C. (the Redemption and Merger
Agreement).
Concurrently with
the filing of this Schedule, the Partnership is filing with the Securities and
Exchange Commission a joint proxy statement and prospectus (the Joint Proxy
Statement/Prospectus) under Regulation 14A of the Securities Exchange Act of
1934, as amended (the Exchange Act), and under Rule 145 and Section 6 of the
Securities Act of 1933, as amended (the Securities Act), relating to (i) the
special meetings of unitholders of the Partnership and stockholders of the
Corporation at which the unitholders of the Partnership and stockholders of the
Corporation will consider and vote upon, among other things, a proposal to
approve and adopt the Redemption and Merger Agreement and authorize the
redemption and merger transaction and related actions contemplated thereby, and
(ii) the issuance by the Partnership of common units representing limited
partner interests in connection with the merger. A copy of the Joint Proxy
Statement/Prospectus is attached hereto as Exhibit (a)(3) and a copy of the
Redemption and Merger Agreement is attached as Annex A to the Joint Proxy
Statement/Prospectus. All references in
this Schedule to Items numbered 1001 to 1016 are references to Items contained
in Regulation M-A under the Exchange Act.
The cross
references below are being supplied pursuant to General Instruction G to Schedule
13E-3 and show the location in the Joint Proxy Statement/Prospectus of the
information required to be included in response to the items of Schedule 13E-3.
The information contained in the Joint Proxy Statement/Prospectus, including
all appendices thereto and documents incorporated by reference therein, is
hereby expressly incorporated herein by reference. As of the date hereof, the Joint Proxy
Statement/Prospectus is in preliminary form and is subject to completion. Capitalized terms used but not defined in
this Schedule shall have the meanings given to them in the Joint Proxy
Statement/Prospectus.
Item 1. Summary Term Sheet.
Item 1001.
The information set forth in the
Joint Proxy Statement/Prospectus under the following captions is incorporated
by reference pursuant to General Instruction F to Schedule 13E-3 Questions and
Answers about the Redemption and Merger and Summary.
Item
2. Subject Company Information.
Item 1002.
(a)
Name and Address.
The information regarding the parties names and addresses set forth
under the caption Important Note about This Joint Proxy Statement/Prospectus
of the Joint Proxy Statement/Prospectus is incorporated by reference pursuant
to General Instruction F to Schedule 13E-3.
(b)
Securities.
The information set forth under the captions Summary Information
about the Meetings and Voting, Where You Can Find More Information The
Partnership Filings with the SEC and Where You Can Find More Information
The Corporation Filings with the SEC of the Joint Proxy Statement/Prospectus
is incorporated by reference pursuant to General Instruction F to Schedule
13E-3.
(c)
Trading Market and Price.
The information set forth under the caption Market Prices and
Distribution/Dividend Information of the Joint Proxy Statement/Prospectus is
incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(d)
Dividends.
The information set forth under the caption Market Prices and
Distribution/Dividend Information of the Joint Proxy Statement/Prospectus is
incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
1
(e)
Prior Public Offerings.
The information set forth under the captions Where You Can Find More
Information The Partnership Filings with the SEC and Where You Can Find
More Information The Corporation Filings with the SEC is incorporated by
reference pursuant to General Instruction F to Schedule 13E-3.
(f)
Prior Stock Purchases.
The information set forth under the captions Where You Can Find More
Information The Partnership Filings with the SEC and Where You Can Find
More Information The Corporation Filings with the SEC is incorporated by
reference pursuant to General Instruction F to Schedule 13E-3.
John M. Fox purchased
common stock of the Corporation during the past two years in the following
amounts by quarter:
Quarter
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Number of Shares
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Range of Prices Paid and
Average Purchase Price
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Other Terms
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Q1 2006
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3,507 shares
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$23/share
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Acquired by John M. Fox
through 401(k) plan
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Q2 2007
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5,091 shares
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Range from $6.3305 to
$10.5785 per share; Average price of $7.9782/share
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Exercise of stock
options
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John M. Fox purchased no
shares of common stock of the Corporation during quarters in the past two years
not listed above.
Item 3. Identity
and Background of Filing Person.
Item 1003.
(a)
Name and Address.
The information regarding the filing persons and related persons
pursuant to General Instruction C to Schedule 13E-3 set forth under the
captions Important Note about This Joint Proxy Statement/Prospectus, Directors
and Officers of the General Partner Following the Redemption and Merger, Interests
of Certain Persons in the Redemption and Merger, Where You Can Find More
Information The Partnership Filings with the SEC and Where You Can Find
More Information The Corporation Filings with the SEC of the Joint Proxy
Statement/Prospectus is incorporated by reference pursuant to General
Instruction F to Schedule 13E-3. The
name, business address and telephone number of the General Partner are as
follows:
MarkWest Energy GP,
L.L.C.
1515 Arapahoe Street
Tower 2, Suite 700
Denver, Colorado 80202
(303) 925-9200
The name, business
address and telephone number of John M. Fox are as follows:
John M. Fox
155 Inverness Dr. West,
Suite 330
Englewood, CO 80112
(303) 468-0094
The name, business
address and telephone number of MWHC Holding, Inc. are as follows:
MWHC Holding, Inc.
155 Inverness Dr. West,
Suite 330
Englewood, CO 80112
(303) 468-0094
The board of directors of
MWHC Holding, Inc. consists of John M. Fox and Marcella F. Fox. John M. Fox is the only executive officer of
MWHC Holding, Inc. The name and
address of Marcella F. Fox are as follows:
Marcella Fox
155 Inverness Dr. West,
Suite 330
Englewood, CO 80112
(b)
Business and Background of
Entities.
The information set forth under the caption The
Merger Parties, Where You Can Find More Information The Partnership Filings
with the SEC and Where You Can Find More Information The Corporation
Filings with the SEC of the Joint Proxy Statement/Prospectus is incorporated
by reference pursuant to General Instruction F to Schedule 13E-3. The General Partner is a Delaware limited
liability company formed by the Corporation on January 24, 2002. The General Partner was formed to serve as
general partner of the Partnership and govern operations of the
Partnership. MWHC Holding, Inc., is
a Colorado corporation. The principal
business of MWHC Holding, Inc., is to act as a holding company for
4,482,387 shares of Corporation common stock.
Unless stated otherwise herein or in documents incorporated by
reference, none of the filing persons have been (i) convicted in a criminal
proceeding during the past five years (excluding traffic violations or similar
misdemeanors), or (ii) a party to any judicial or administrative proceeding
during the past five years (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
(c)
Business and Background of
Natural Persons.
The information set forth under the captions The
Merger Parties, Directors and Officers of the General Partner Following the
Redemption and Merger, Interests of Certain Persons in the Redemption and
Merger Interests of the Corporations Directors and Executive Officers in the
Redemption and Merger, Where You Can Find More Information The Partnership
Filings with the SEC and The Corporation Filings with the SEC of the Joint
Proxy Statement/Prospectus is incorporated by reference pursuant to General
Instruction F to Schedule 13E-3. Marcella
F. Fox is not currently employed and has not been employed during the past five
years. Unless stated otherwise herein or
in documents incorporated by reference, all natural persons specified in
General Instruction C to Schedule 13E-3 (i) are U.S. citizens, (ii) have not
been convicted in a criminal proceeding during the past five years (excluding
traffic violations or similar misdemeanors) and (iii) have not been a party to
any judicial or administrative proceeding during the past five years (except
for matters that were dismissed without sanction or settlement) that resulted
in a judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state securities
laws.
2
Item
4. Terms of the Transaction.
Item 1004.
(a)
Material Terms.
The information set forth under the captions Information about the
Meetings and Voting, The Proposed Redemption and Merger, The Redemption and
Merger Agreement, Material Federal Income Tax Consequences of the Redemption
and Merger, Federal Income Taxation of the Partnership and Its Unitholders
and Comparison of the Partnership Unitholder Rights and the Corporation
Stockholder Rights of the Joint Proxy Statement/Prospectus is incorporated by
reference pursuant to General Instruction F to Schedule 13E-3.
(c)
Different Terms.
The merger will dilute the ownership position of the current unitholders
of the Partnership. The information set
forth under the captions The Proposed Redemption and Merger, Risk Factors, The
Redemption and Merger Agreement and Interests of Certain Persons in the
Redemption and Merger of the Joint Proxy Statement/Prospectus is incorporated
by reference pursuant to General Instruction F to Schedule 13E-3.
(d)
Appraisal Rights.
The information set forth under the caption The Proposed Redemption and
Merger Appraisal Rights of the Joint Proxy Statement/Prospectus is
incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(e)
Provisions for Unaffiliated
Security Holders.
With respect to granting unaffiliated
security holders access to the files of the Corporation or the Partnership, the
information set forth under the caption Where You Can Find More Information
of the Joint Proxy Statement/Prospectus is incorporated by reference pursuant
to General Instruction F to Schedule 13E-3.
(f)
Eligibility for Listing or
Trading.
The information set forth under the captions The
Proposed Redemption and Merger Restrictions on Sales of Common Units Received
in the Redemption and Merger and The Proposed Redemption and Merger Listing
of Common Units; Delisting and Deregistration of Common Stock of the
Corporation of the Joint Proxy Statement/Prospectus is incorporated by
reference pursuant to General Instruction F to Schedule 13E-3.
Item
5. Past Contacts, Transactions,
Negotiations and Agreements.
Item 1005.
(a)
Transactions.
The information set forth under the captions Summary Relationship of
the Parties, Special Factors Background of the Redemption and Merger, The
Merger Parties, The Proposed Redemption and Merger, Where You Can Find More
Information The Partnership Filings with the SEC and Where You Can Find
More Information The Corporation Filings with the SEC of the Joint Proxy
Statement/Prospectus is incorporated by reference pursuant to General
Instruction F to Schedule 13E-3.
(b)
Significant Corporate Events.
The information set forth under the captions The Proposed Redemption
and Merger, Special Factors Background of the Redemption and Merger, Where
You Can Find More Information The Partnership Filings with the SEC and Where
You Can Find More Information The Corporation Filings with the SEC of the Joint
Proxy Statement/Prospectus is incorporated by reference pursuant to General
Instruction F to Schedule 13E-3.
(c)
Negotiations or Contacts.
The information set forth under the captions The Proposed Redemption
and Merger, Special Factors Background of the Redemption and Merger,
Financial Projections Provided to the Partnerships and the Corporations
Financial Advisors, Where You Can Find More Information The Partnership
Filings with the SEC and Where You Can Find More Information The Corporation
Filings with the SEC of the Joint Proxy Statement/Prospectus is incorporated
by reference pursuant to General Instruction F to Schedule 13E-3.
3
(e)
Agreements Involving the Subject
Companys Securities.
The information set forth under
the captions The Proposed Redemption and Merger Transactions Related to the
Redemption and Merger, The Proposed
Redemption and Merger General, Special Factors Background of the
Redemption and Merger, Interests of Certain Persons in the Redemption and
Merger, The Proposed Redemption and Merger Transactions Related to the
Redemption and Merger, Annex E Voting Agreement by and among MarkWest
Energy Partners, L.P., John M. Fox and MWHC Holding, Inc., Where You Can Find
More Information The Partnership Filings with the SEC and Where You Can
Find More Information The Corporation Filings with the SEC of the Joint
Proxy Statement/Prospectus is incorporated by reference pursuant to General Instruction
F to Schedule 13E-3.
Item
6. Purposes of the Transaction and
Plans or Proposals.
Item 1006.
(b)
Use of Securities Acquired.
The information set forth under the captions The Proposed Redemption
and Merger and The Redemption and Merger Agreement of the Joint Proxy
Statement/Prospectus is incorporated by reference pursuant to General
Instruction F to Schedule 13E-3.
(c)(1)-(8)
Plans.
The
information set forth under the captions The Proposed Redemption and Merger, The
Redemption and Merger Agreement, Special Factors Purpose and Reasons for
the Redemption and Merger for the Corporation and Plans for the Corporation
after the Redemption and Merger and Special Factors Effects of the
Redemption and Merger of the Joint Proxy Statement/Prospectus is incorporated
by reference pursuant to General Instruction F to Schedule 13E-3.
Item
7. Purposes, Alternatives, Reasons and
Effects.
Item 1013.
(a)
Purposes of the Merger.
The information set forth under the
captions The Proposed Redemption and Merger General, Special Factors
Background of the Redemption and Merger, Special Factors Recommendation of
the General Partner Board and the Conflicts Committee and Their Reasons for the
Redemption and Merger, Special Factors Recommendation of the Corporation
Board and the Deal Committee and Their Reasons for the Redemption and Merger, Special
Factors Purpose and Reasons for the Redemption and Merger for the Partnership,
and Special Factors Purpose and Reasons for the Redemption and Merger for
the Corporation and Plans for the Corporation after the Redemption and Merger,
Special Factors Purpose and Reasons for the Redemption and Merger for Mr.
Fox and MWHC Holding and Special Factors Effects of the Redemption and
Merger of the Joint Proxy Statement/Prospectus is incorporated by reference
pursuant to General Instruction F to Schedule 13E-3.
(b)
Alternatives.
The information set forth under the
captions The Proposed Redemption and Merger, Special Factors Background of
the Redemption and Merger, Special Factors Recommendation of the General
Partner Board and the Conflicts Committee and Their Reasons for the Redemption
and Merger, Special Factors Recommendation of the Corporation Board and the
Deal Committee and Their Reasons for the Redemption and Merger, Special
Factors Purpose and Reasons for the Redemption and Merger for the Partnership,
Special Factors Purpose and Reasons for the Redemption and Merger for the
Corporation and Plans for the Corporation after the Redemption and Merger,
Special Factors Purpose and Reasons for the Redemption and Merger for Mr.
Fox and MWHC Holding and Special Factors Effects of the Redemption and
Merger of the Joint Proxy Statement/Prospectus is incorporated by reference
pursuant to General Instruction F to Schedule 13E-3.
(c)
Reasons.
The information set forth under the
captions The Proposed Redemption and Merger Background of the Redemption and
Merger, Special Factors Background of the Redemption and Merger, Special
Factors Recommendation of the General Partner Board and the Conflicts
Committee and Their Reasons for the Redemption and Merger, Special Factors
Recommendation of the Corporation Board and the Deal Committee and Their
Reasons for the Redemption and Merger, Special Factors Purpose and Reasons
for the Redemption and Merger for the Partnership, Special Factors Purpose
and Reasons for the Redemption and Merger for the Corporation and Plans for the
Corporation after the Redemption and Merger, Special Factors Purpose and
Reasons for the Redemption and Merger for Mr. Fox and MWHC Holding and
Special Factors Effects of the Redemption and Merger of the Joint Proxy
Statement/Prospectus is incorporated by reference pursuant to General
Instruction F to Schedule 13E-3.
(d)
Effects.
The information set forth under the
captions Special Factors Recommendation of the General Partner Board and the
Conflicts Committee and Their Reasons for the Redemption and
4
Merger, Special Factors
Recommendation of the Corporation Board and the Deal Committee and Their
Reasons for the Redemption and Merger, Special Factors Effects of the
Redemption and Merger, Special Factors Financial Projections Provided to
the Partnerships and the Corporations Financial Advisors, Transaction and
Merger-Related Costs, Material Federal Income Tax Consequences of the
Redemption and Merger and Comparison of the Partnership Unitholder Rights and
the Corporation Stockholder Rights of the Joint Proxy Statement/Prospectus is
incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
Item
8. Fairness of the Transaction.
Item 1014.
(a)
Fairness.
The information set forth under the captions Special Factors
Recommendation of the General Partner Board and the Conflicts Committee and
Their Reasons for the Redemption and Merger, Special Factors Recommendation
of the Corporation Board and the Deal Committee and Their Reasons for the
Redemption and Merger and Special Factors Position of the Partnership, the
Corporation, Mr. Fox and MWHC Holding as to Fairness of the Joint Proxy
Statement/Prospectus is incorporated by reference pursuant to General
Instruction F to Schedule 13E-3.
(b)
Factors Considered in Determining
Fairness.
The information set forth under the captions Special
Factors Recommendation of the General Partner Board and the Conflicts
Committee and Their Reasons for the Redemption and Merger, Special Factors
Recommendation of the Corporation Board and the Deal Committee and Their
Reasons for the Redemption and Merger and Special Factors Position of the
Partnership, the Corporation, Mr. Fox and MWHC Holding as to Fairness of the
Joint Proxy Statement/Prospectus is incorporated by reference pursuant to
General Instruction F to Schedule 13E-3.
(c)
Approval of Security Holders.
The information set forth under the caption Information about the
Meetings and Voting of the Joint Proxy Statement/Prospectus is incorporated by
reference pursuant to General Instruction F to Schedule 13E-3.
(d)
Unaffiliated Representative.
The information set forth under the captions The Proposed Redemption
and Merger, Special Factors Background of the Redemption and Merger, Special
Factors Recommendation of the General Partner Board and the Conflicts
Committee and Their Reasons for the Redemption and Merger and Special Factors
Recommendation of the Corporation Board and the Deal Committee and Their
Reasons for the Redemption and Merger of the Joint Proxy Statement/Prospectus
is incorporated by reference pursuant to General Instruction F to Schedule
13E-3.
(e)
Approval of Directors.
The information set forth under the caption Special Factors
Recommendation of the Corporation Board and the Deal Committee and Their
Reasons for the Redemption and Merger of the Proxy Statement is incorporated
by reference pursuant to General Instruction F to Schedule 13E-3.
(f)
Other Offers.
Not applicable.
Item
9. Reports, Opinions, Appraisals and
Negotiations.
Item 1015.
(a)
Report, Opinion, or Appraisal.
The information set forth under the captions Special Factors Opinion
of Lehman Brothers Inc.Financial Advisor to the Conflicts Committee of the
General Partner Board, Opinion of Merrill Lynch, Pierce, Fenner & Smith
IncorporatedFinancial Advisor to the Deal Committee of the Corporation Board,
Where You Can Find More Information The Partnership Filings with the SEC
and The Corporation Filings with the SEC of the Joint Proxy
Statement/Prospectus is incorporated by reference pursuant to General
Instruction F to Schedule 13E-3. With
respect to the opinion of Lehman Brothers Inc. (Lehman), the Conflicts
5
Committee of the General
Partner board received the Lehman presentation dated September 4, 2007, and
incorporated herein as Exhibit (c)(i).
With respect to the opinion of Merrill Lynch, Pierce, Fenner & Smith
Incorporated (Merrill), the Deal Committee of the Corporation board received
the Merrill presentation dated September 5, 2007, and incorporated herein as
Exhibit (c)(ii).
(b)
Preparer and Summary of the
Report, Opinion, or Appraisal.
The
information set forth under the captions Special Factors Recommendation of
the General Partner Board and the Conflicts Committee and Their Reasons for the
Redemption and Merger, Special Factors Recommendation of the Corporation
Board and the Deal Committee and Their Reasons for the Redemption and Merger, Special
Factors Opinion of Lehman Brothers Inc.Financial Advisor to the Conflicts
Committee of the General Partner Board, Special Factors Opinion of Merrill
Lynch, Pierce, Fenner & Smith IncorporatedFinancial Advisor to the Deal
Committee of the Corporation Board, Legal Matters, Experts, Where You Can
Find More Information The Partnership Filings with the SEC and Where You
Can Find More Information The Corporation Filings with the SEC of the Joint
Proxy Statement/Prospectus and in Annex F and Annex G to the Joint Proxy Statement/Prospectus
is incorporated by reference pursuant to General Instruction F to Schedule
13E-3.
(c)
Availability of Documents.
The information set forth under the
caption Where You Can Find More Information of the Joint Proxy
Statement/Prospectus is incorporated by reference pursuant to General
Instruction F to Schedule 13E-3.
Item
10. Source and Amounts of Funds or Other
Consideration.
Item 1007.
(a)
Source of Funds.
The information set forth under the
captions Special Factors Background of the Redemption and Merger, The
Redemption and Merger Agreement and The Proposed Redemption and Merger
Financing of the Joint Proxy Statement/Prospectus is incorporated by reference
pursuant to General Instruction F to Schedule 13E-3.
(b)
Conditions.
The information set forth under the
captions Special Factors Background of the Redemption and Merger, The
Redemption and Merger Agreement and The Proposed Redemption and Merger
Financing of the Joint Proxy Statement/Prospectus is incorporated by reference
pursuant to General Instruction F to Schedule 13E-3.
(c)
Expenses.
The information set forth under the
captions The Redemption and Merger Agreement Termination Fees and Expenses,
Transaction and Merger-Related Costs, Where You Can Find More Information
The Partnership Filings with the SEC and Where You Can Find More Information
The Corporation Filings with the SEC of the Joint Proxy Statement/Prospectus
and in Annex A to the Joint Proxy Statement/Prospectus is incorporated by
reference pursuant to General Instruction F to Schedule 13E-3.
(d)
Borrowed Funds.
The information set forth under the caption The Proposed Redemption and
Merger Financing of the Joint Proxy Statement/Prospectus is incorporated by
reference pursuant to General Instruction F to Schedule 13E-3.
Item
11. Interest in Securities of the Subject
Company.
Item 1008.
(a)
Securities Ownership.
The information set forth under the
captions Interests of Certain Persons in the Redemption and Merger, and Where
You Can Find More Information The Corporation Filings with the SEC of the
Joint Proxy Statement/Prospectus is incorporated by reference pursuant to
General Instruction F to Schedule 13E-3.
6
(b)
Securities Transactions.
The information set forth under the caption The
Proposed Redemption and Merger Transactions Related to the Redemption and
Merger, Where You Can Find More Information The Partnership Filings with
the SEC and Where You Can Find More Information The Corporation Filings
with the SEC of the Joint Proxy Statement/Prospectus is incorporated by
reference pursuant to General Instruction F to Schedule 13E-3.
Item
12. The Solicitation or Recommendation.
Item 1012.
(d)
Intent to Tender or Vote in a
Going-Private Transaction.
The information set forth under the captions Special
Factors Recommendation of the General Partner Board and the Conflicts
Committee and Their Reasons for the Redemption and Merger, Recommendation of
the Corporation Board and the Deal Committee and Their Reasons for the
Redemption and Merger, Interests of Certain Persons in the Redemption and
Merger, The Proposed Redemption and Merger Transactions Related to the
Redemption and Merger, Information about the Meetings and Voting and Annex
E Voting Agreement by and among MarkWest Energy Partners, L.P., John M.
Fox and MWHC Holding, Inc. of the Joint Proxy Statement/Prospectus is
incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(e)
Recommendations of Others.
The information set forth under the
captions Special Factors Recommendation of the General Partner Board and the
Conflicts Committee and Their Reasons for the Redemption and Merger, Recommendation
of the Corporation Board and the Deal Committee and Their Reasons for the
Redemption and Merger, and Information about the Meetings and Voting of the
Joint Proxy Statement/Prospectus is incorporated by reference pursuant to
General Instruction F to Schedule 13E-3.
Item
13. Financial Statements.
Item 1010.
(a)
Financial Information.
The information set forth under the
caption Summary Historical and Unaudited Pro Forma Combined Financial and
Operating Information of the Joint Proxy Statement/Prospectus is incorporated
by reference pursuant to General Instruction F to Schedule 13E-3. More complete financial information can be
obtained by reference to the information set forth under the captions Where
You Can Find More Information The Partnership Filings with the SEC and Where
You Can Find More Information The Corporation Filings with the SEC of the
Joint Proxy Statement/Prospectus, which is incorporated by reference pursuant
to General Instruction F to Schedule 13E-3.
(b)
Pro Forma Information.
The information set forth under the
caption Summary Historical and Unaudited Pro Forma Combined Financial and
Operating Information of the Joint Proxy Statement/Prospectus is incorporated
by reference pursuant to General Instruction F to Schedule 13E-3. More complete financial information can be
obtained by reference to the information set forth under the captions Where
You Can Find More Information The Partnership Filings with the SEC and Where
You Can Find More Information The Corporation Filings with the SEC of the
Joint Proxy Statement/Prospectus, which is incorporated by reference pursuant
to General Instruction F to Schedule 13E-3.
Item 14. Persons/Assets,
Retained, Employed, Compensated or Used.
Item 1009.
(a)
Solicitations or Recommendations.
The information set forth under the captions Questions and Answers, Information
about the Meetings and Voting, and Transaction and Merger-Related Costs, of
the Joint Proxy Statement/Prospectus is incorporated by reference pursuant to
General Instruction F to Schedule 13E-3.
7
(b)
Employees and Corporate Assets.
The information set forth under the captions Information about the
Meetings and Voting, The Proposed Redemption and Merger and The Redemption
and Merger Agreement of the Joint Proxy Statement/Prospectus and in Annex A to
the Joint Proxy Statement/Prospectus is incorporated by reference pursuant to
General Instruction F to Schedule 13E-3.
Item 15. Additional
information.
Item 1011.
(b)
Other Material Information.
None.
Item 16. Exhibits.
Item 1016.
|
(a)(1)
|
|
Not applicable.
|
|
|
|
|
|
(a)(2)(i)
|
|
Preliminary copy of
Joint Letter to Unitholders and Stockholders from MarkWest Energy Partners,
L.P., and MarkWest Hydrocarbon, Inc., incorporated by reference to the Joint
Proxy Statement/Prospectus.
|
|
|
|
|
|
(a)(2)(ii)
|
|
Preliminary copy of
Notice of Special Meeting of MarkWest Energy Partners, L.P. Unitholders,
incorporated by reference to the Joint Proxy Statement/Prospectus.
|
|
|
|
|
|
(a)(2)(iii)
|
|
Preliminary copy of
Notice of Special Meeting of Stockholders of MarkWest Hydrocarbon, Inc.,
incorporated by reference to the Joint Proxy Statement/Prospectus.
|
|
|
|
|
|
(a)(3)
|
|
Preliminary Joint Proxy
Statement/Prospectus, incorporated by reference to Form S-4/A filed by
MarkWest Energy Partners, L.P., on December 21, 2007.
|
|
|
|
|
|
(a)(4)
|
|
Refer to Exhibit
(a)(3), preliminary Joint Proxy Statement/Prospectus.
|
|
|
|
|
|
(a)(5)
|
|
Refer to Exhibit
(a)(3), preliminary Joint Proxy Statement/Prospectus, and Annexes thereto.
|
|
|
|
|
|
(b)
|
|
Not applicable.
|
|
|
|
|
|
(c)(i)
|
|
Presentation of Lehman
Brothers Inc. to the Conflicts Committee of the General Partner board on September
4, 2007.
|
|
|
|
|
|
(c)(ii)
|
|
Presentation of Merrill
Lynch, Pierce, Fenner & Smith Incorporated to the Deal Committee of the
Corporation board on September 5, 2007.
|
|
|
|
|
|
(c)(iii)
|
|
Refer to Exhibit
(a)(3), preliminary Joint Proxy Statement/Prospectus, and Annexes thereto.
|
|
|
|
|
|
(d)
|
|
Refer to Exhibit
(a)(3), preliminary Joint Proxy Statement/Prospectus, and Annexes thereto,
including the Agreement and Plan of Redemption and Merger and the Voting
Agreement by and among MarkWest Energy Partners, L.P., John M. Fox and
MWHC Holding, Inc.
|
|
|
|
|
|
(f)
|
|
Dissenters rights of
appraisal are described in the preliminary Joint Proxy Statement/Prospectus,
which is filed herewith as Exhibit (a)(3).
|
|
|
|
|
|
(g)
|
|
Not applicable.
|
8
SIGNATURES
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
|
MARKWEST ENERGY PARTNERS, L.P.,
|
|
a Delaware limited partnership
|
|
|
|
|
By:
|
/s/ Nancy K. Buese
|
|
Name:
|
Nancy K. Buese
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
Date:
|
December 21, 2007
|
|
|
|
|
MARKWEST HYDROCARBON, INC.,
|
|
a Delaware corporation
|
|
|
|
|
By:
|
/s/ Nancy K. Buese
|
|
Name:
|
Nancy K. Buese
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
Date:
|
December 21, 2007
|
|
|
|
|
MARKWEST ENERGY GP, L.L.C.,
|
|
a Delaware limited liability company
|
|
|
|
|
By:
|
/s/ Nancy K. Buese
|
|
Name:
|
Nancy K. Buese
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
Date:
|
December 21, 2007
|
|
|
|
|
MWHC HOLDING, INC.,
|
|
a Colorado corporation
|
|
|
|
|
By:
|
/s/ John M. Fox
|
|
Name:
|
John M. Fox
|
|
Title:
|
President
|
|
Date:
|
December 21, 2007
|
|
|
|
|
|
/s/ John M. Fox
|
|
|
John M. Fox
|
|
Date:
|
December 21, 2007
|
9
EXHIBIT INDEX
|
(a)(1)
|
|
Not applicable.
|
|
|
|
|
|
(a)(2)(i)
|
|
Preliminary copy of
Joint Letter to Unitholders and Stockholders from MarkWest Energy Partners,
L.P., and MarkWest Hydrocarbon, Inc., incorporated by reference to the Joint
Proxy Statement/Prospectus.
|
|
|
|
|
|
(a)(2)(ii)
|
|
Preliminary copy of
Notice of Special Meeting of MarkWest Energy Partners, L.P. Unitholders,
incorporated by reference to the Joint Proxy Statement/Prospectus.
|
|
|
|
|
|
(a)(2)(iii)
|
|
Preliminary copy of
Notice of Special Meeting of Stockholders of MarkWest Hydrocarbon, Inc.,
incorporated by reference to the Joint Proxy Statement/Prospectus.
|
|
|
|
|
|
(a)(3)
|
|
Preliminary Joint Proxy
Statement/Prospectus, incorporated by reference to Form S-4/A filed by
MarkWest Energy Partners, L.P., on December 21, 2007.
|
|
|
|
|
|
(a)(4)
|
|
Refer to Exhibit
(a)(3), preliminary Joint Proxy Statement/Prospectus.
|
|
|
|
|
|
(a)(5)
|
|
Refer to Exhibit
(a)(3), preliminary Joint Proxy Statement/Prospectus, and Annexes thereto.
|
|
|
|
|
|
(b)
|
|
Not applicable.
|
|
|
|
|
|
(c)(i)*
|
|
Presentation of Lehman
Brothers Inc. to the Conflicts Committee of the General Partner board on
September 4, 2007.
|
|
|
|
|
|
(c)(ii)*
|
|
Presentation of Merrill
Lynch, Pierce, Fenner & Smith Incorporated to the Deal Committee of the
Corporation board on September 5, 2007.
|
|
|
|
|
|
(c)(iii)
|
|
Refer to Exhibit
(a)(3), preliminary Joint Proxy Statement/Prospectus, and Annexes thereto.
|
|
|
|
|
|
(d)
|
|
Refer to Exhibit
(a)(3), preliminary Joint Proxy Statement/Prospectus, and Annexes thereto,
including the Agreement and Plan of Redemption and Merger and the Voting
Agreement by and among MarkWest Energy Partners, L.P., John M. Fox and
MWHC Holding, Inc.
|
|
|
|
|
|
(f)
|
|
Dissenters rights of
appraisal are described in the preliminary Joint Proxy Statement/Prospectus,
which is filed herewith as Exhibit (a)(3).
|
|
|
|
|
|
(g)
|
|
Not applicable.
|
* Previously filed.
10
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