ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 24, 2002, MarkWest
Hydrocarbon, Inc. (the “Company”) entered into a gas processing agreement
(the “Gas Processing Agreement”) by and between the Company and MarkWest Energy
Appalachia, L.L.C., a wholly-owned subsidiary of MarkWest Energy Partners, L.P.
(the “Partnership”), pursuant to which the Company agreed to deliver all gas
gathered by Columbia Gas and delivered to the Company upstream of the
Partnership’s facilities for processing at the Kenova, Boldman and Cobb plants
in exchange for a monthly processing fee based on the thermal content of the
natural gas delivered to the Partnership.
On November 24,
2003, the Partnership and Company entered into an amendment to the Gas
Processing Agreement providing that the Partnership disposes of certain liquids
from the Cobb plant rather than redelivering them to a fractionation plant of
the Company.
On December 26,
2007, the Partnership and Company entered into the Second Amendment to the Gas
Processing Agreement (the “Amended Gas Processing Agreement”). This Amended Gas Processing Agreement
increases the processing fee that the Company pays the Partnership by $0.08 per
inlet Mcf, effective upon the substantial completion of the Kenova plant
upgrade in consideration for the additional frac spread income that will be
derived by the Partnership and marketed by the Company.
Cautionary
Statements
This filing 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.
This filing
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
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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 preliminary 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 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 when it becomes available.
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