ITEM 8.01. Other
Events.
On January 18, 2008,
MarkWest Energy Partners, L.P. (the Partnership), a wholly owned subsidiary
of MarkWest Hydrocarbon, Inc. (the Company),
announced that Andy Schroeder, Vice President of Finance and Treasurer of the
Partnership and Company, 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
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
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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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MarkWest Energy
Partners, L.P. 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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