MarkWest Announces Preliminary Results of Merger Consideration Elections
February 21 2008 - 7:45AM
Business Wire
MarkWest Energy Partners, L.P. (NYSE:MWE) and MarkWest Hydrocarbon,
Inc. (AMEX:MWP) today announced the preliminary results of the
merger consideration elections for the previously announced
Agreement and Plan of Redemption and Merger (the �Redemption and
Merger Agreement�) between the two companies. Approximately
12,025,399 shares of MarkWest Hydrocarbon common stock were
outstanding on February 20, 2008, and entitled to participate in
the election of merger consideration. Of this amount, preliminary
tabulations indicate 1,767,805 shares elected to receive cash
consideration, 2,814,320 shares elected to receive common units of
MarkWest Energy Partners, 6,285,940 shares elected to receive the
stated consideration of 1.285 common units and $20.00 cash per
share, and 622,271 made no election. In addition, elections
representing 535,063 shares were made pursuant to the notice of
guaranteed delivery procedure, of which preliminary tabulations
indicate 25,516 shares elected to receive cash, 267,764 shares
elected to receive common units of MarkWest Energy Partners, and
241,783 elected to receive the stated consideration of 1.285 common
units of MarkWest Energy Partners and $20.00 cash per share. Based
on the preliminary tabulation of elections received prior to the
deadline for submitting merger consideration election forms under
the Redemption and Merger Agreement, the cash election is
oversubscribed by less than one percent. As a result of the
oversubscription, the elections will be subject to agreed-upon
proration procedures described in the Redemption and Merger
Agreement. MarkWest Hydrocarbon stockholders who elected to receive
all of their merger consideration in cash will receive a
combination of cash consideration and common unit consideration.
However, the amount of the oversubscription and the exact
allocation of the merger consideration will not be known until
final results of the election process are determined at the end of
the guaranteed delivery period described below. With respect to the
elections that were made pursuant to the notice of guaranteed
delivery procedure, which elections may be duplicative and
supersede the prior election, such procedure requires the delivery
of the share certificates representing such shares of MarkWest
Hydrocarbon common stock (or a confirmation evidencing the
book-entry transfer of such shares) to the exchange agent by 5:00
p.m., New York City time, on February 25, 2008. If the exchange
agent does not receive the required stock certificates or
confirmation by the guaranteed delivery deadline with respect to
any such election, the shares of MarkWest Hydrocarbon common stock
subject to such election will be treated as shares that did not
make a valid election. After the final results of the merger
consideration election process are determined following the
expiration of the guaranteed delivery period, the actual merger
consideration and the cash and common unit allocation will be
computed using the formula contained in the Redemption and Merger
Agreement. The formula will be based on, among other things, the
actual number of shares of MarkWest Hydrocarbon common stock
outstanding immediately prior to the completion of the transaction,
the final results of the election process, and the volume weighted
average price of MarkWest Energy Partners common units during the
ten-day trading period ending Friday, February 15, 2008, of $32.25.
A more complete description of the merger consideration and the
proration procedures is contained in the Joint Proxy
Statement/Prospectus dated January 7, 2008, that was first mailed
to MarkWest equityholders on or about January 18, 2008. MarkWest
equityholders are urged to read the Joint Proxy
Statement/Prospectus carefully and in its entirety. Copies of the
Joint Proxy Statement/Prospectus may be obtained free of charge by
directing a request to the MarkWest investor relations department
at 866-858-0482, by accessing the companies� website at
www.markwest.com, or from the website of the Securities and
Exchange Commission at www.sec.gov. MarkWest Energy Partners, L.P.
(NYSE:MWE) is a publicly traded master limited partnership with a
solid core of midstream assets and a growing core of gas
transmission assets. It is one of the largest processors of natural
gas in the Northeast and is the largest gas gatherer of natural gas
in the prolific Carthage field in east Texas. It also has a growing
number of other gas gathering and intrastate gas transmission
assets in the Southwest, primarily in Texas and Oklahoma. MarkWest
Hydrocarbon, Inc. (AMEX:MWP) controls and operates MarkWest Energy
Partners, L.P. (NYSE:MWE), a publicly traded limited partnership
engaged in the gathering, processing and transmission of natural
gas; the transportation, fractionation and storage of natural gas
liquids; and the gathering and transportation of crude oil. We also
market natural gas and NGLs. This 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. 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 joint proxy
statement/prospectus, dated January 7, 2008, 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 the joint proxy statement/prospectus, 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. Investors and security holders are urged to read the
joint proxy statement/prospectus carefully because it contains
important information regarding MarkWest Energy Partners, MarkWest
Hydrocarbon, and the transaction. 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 SEC�s
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. 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.
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