Markwest Hydrocarbon Inc-Filing of certain prospectuses & communications for business combination transactions (425)
January 30 2008 - 4:47PM
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 28, 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)
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
January 28, 2008, MarkWest Energy Partners, L.P. (the Partnership)
announced that MarkWest Pioneer LLC, a wholly owned subsidiary of the
Partnership, has submitted a pre-filing application with the Federal Energy
Regulatory Commission (FERC) to construct a new interstate natural gas
transmission pipeline. The 30-inch
pipeline will be named the Arkoma Connector Pipeline and will extend
approximately 50 miles from an interconnect with the Partnerships gathering
system in the Woodford Shale production area of southeastern Oklahoma to an
interconnect with the Midcontinent Express Pipeline in Bennington, Oklahoma.
The Arkoma Connector Pipeline will provide
significant additional outlets for producers in the Woodford Shale as volumes
continue to rapidly increase. The Partnership recently executed agreements with
significant Woodford producers, including Newfield Exploration Company, to provide
transportation capacity in excess of 500,000 Mcf/d on the Arkoma Connector
Pipeline.
In
connection with the transportation agreements, the Partnership and Midcontinent
Express Pipeline LLC (MEP) entered into an option agreement that provides the
Partnership with a one-time right to acquire 10 percent of the equity of MEP
after construction is complete on the Midcontinent Express Pipeline and it is placed
into service. MEP is a 50/50 joint
venture between Kinder Morgan Energy Partners L.P. (KMP) and Energy Transfer
Partners L.P. The Midcontinent Express
Pipeline, connecting Bennington, Oklahoma, and Perryville, Louisiana, will have
initial capacity of 1.4 Bcf/d. KMP is
managing the construction of and will operate the pipeline. The press release is filed as Exhibit 99.1.
Cautionary Statements
This filing and press release include 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 actual results to vary significantly from those expressed or
implied in the forward-looking statements.
We do not
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undertake any duty to update any forward-looking
statement.
MarkWest Energy Partners and MarkWest Hydrocarbon filed a definitive
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
has been 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 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 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.
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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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By:
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MarkWest Energy, G.P., L.L.C.,
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Its General Partner
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Date: January 30, 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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