Markwest Hydrocarbon Inc-Filing of certain prospectuses & communications for business combination transactions (425)
November 14 2007 - 12:02PM
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 14,
2007
MARKWEST
ENERGY PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
Delaware
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27-0005456
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(State or other jurisdiction of
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001-31239
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(I.R.S. Employer
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incorporation or organization)
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(Commission File Number)
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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)
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 8.01. Other Events.
On November 14, 2007 and November 15, 2007,
Frank Semple, President and Chief Executive Officer, and Nancy Buese, Senior
Vice President and Chief Financial Officer, of MarkWest Energy Partners, L.P.
(the Partnership), will give presentations to investors in Houston and
Dallas, Texas, respectively, which 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.
A press release announcing this presentation is included as
Exhibit 99.1.
The information included with this Current
Report as Exhibit 99.2 includes graphic images or slides used in the
presentation.
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 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.
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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 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.
On
November 14, 2007, 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 (when it is available) 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 their 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) Exhibits.
Exhibit
No.
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Description
of Exhibit
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99.1
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Press
release dated November 13, 2007 announcing MarkWest Energy Partners to
Present at the RBC Capital Market MLP Conference in Dallas, Texas.
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99.2
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Investor presentation
presented November 14, 2007 in Houston, Texas, and November 15-16, 2007 at
the RBC Capital Markets MLP Conference in Dallas, Texas.
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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:
November 14, 2007
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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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