Markwest Hydrocarbon Inc-Filing of certain prospectuses & communications for business combination transactions (425)
January 22 2008 - 5:15AM
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)
January 18,
2008
MARKWEST
ENERGY PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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001-31239
(Commission File Number)
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27-0005456
(I.R.S. Employer
Identification Number)
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1515 Arapahoe Street, Tower 2, Suite 700,
Denver, CO 80202
(Address of principal executive offices)
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)
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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 8.01. Other Events.
On
January 18, 2008, MarkWest Energy Partners, L.P. announced that Andy
Schroeder, Vice President of Finance and Treasurer of MarkWest Energy Partners,
L.P. (the Partnership), will present at the JPMorgan Global High Yield and
Leveraged Finance Conference on January 22, 2008, at the Loews Miami Beach
Hotel in Miami, Florida. This
presentation will include information regarding the proposed transaction
that resulted from the signing of an Agreement and Plan of Redemption and
Merger on September 5, 2007, by and among MarkWest Energy Partners L.P.,
MarkWest Hydrocarbon, Inc. and MWEP, L.L.C. The press release
announcing this presentation is included as Exhibit 99.1. The slides
of this presentation are included as Exhibit 99.2.
These slides are available for viewing at our website,
www.markwest.com, although we reserve the right to discontinue that
availability at any time.
This
presentation utilizes the Non-GAAP financial measures of Adjusted EBITDA and
Distributable Cash Flow. We define Adjusted EBITDA as net income or loss
before interest, provision for income taxes, depreciation and amortization
expense, non-cash compensation expense, and non-cash unrealized derivative gain
/ loss. Adjusted EBITDA is not a measure of performance calculated in
accordance with GAAP, and should not be considered in isolation or as a
substitute for net income, income from operations, or cash flow as reflected in
our financial statements. Adjusted EBITDA is presented because such information
is relevant and is used by management, industry analysts, investors, lenders,
and rating agencies to assess the financial performance and operating results
of our fundamental business activities. Management believes that the
presentation of Adjusted EBITDA is useful to lenders and investors because of
its use in the midstream natural gas industry and for master limited
partnerships as an indicator of the strength and performance of our ongoing
business operations. Additionally, management believes that Adjusted EBITDA
provides additional and useful information to our investors for trending,
analyzing, and benchmarking our operating results from period to period as
compared to other companies that may have different financing and capital
structures. The presentation of Adjusted EBITDA allows investors to view our
performance in a manner similar to the methods used by management and provides
additional insight to our operating results. In general, we define
Distributable Cash Flow as net income or loss plus (i) depreciation,
amortization, and accretion expense; (ii) non-cash earnings from
unconsolidated affiliates; (iii) contributions to unconsolidated
affiliates net of expansion capital expenditures; (iv) non-cash
compensation expense; (v) non-cash derivative activity; (vi) gains
and losses on the sale of assets; and (vii) the subtraction of sustaining
capital expenditures. Distributable Cash Flow is a significant liquidity metric
used by our senior management to compare basic cash flows generated by us to
the cash distributions we expect to pay partners. Distributable cash flow is
also an important Non-GAAP financial measure for our limited partners since it
serves as an indicator of our success in providing a cash return on investment.
Distributable cash flow is also a quantitative standard used by the investment
community with respect to publicly traded partnerships such as ours because the
value of a partnership unit is in part measured by its yield (which in turn is
based on the amount of cash distributions a partnership pays to a unit holder).
The GAAP measure most directly comparable to Distributable Cash Flow and
Adjusted EBITDA is net income. Please see the Appendix for our
calculations of Adjusted EBITDA and Distributable Cash Flow along with the
appropriate reconciliations.
Cautionary
Statements
This
presentation 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
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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 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 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 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
(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 January 18, 2008 announcing MarkWest Energy Partners to
Present at the JPMorgan Global High Yield Conference.
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99.2
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Investor
presentation presented on January 22, 2008 in Miami, Florida.
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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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Date:
January 22, 2008
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By:
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/s/ NANCY K. BUESE
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Nancy K. Buese
Senior Vice President and Chief Financial Officer
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