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EX-99.1 - EX-99.1 - MARKWEST ENERGY PARTNERS L Pa12-10242_1ex99d1.htm

 

 

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) May 7, 2012

 

MARKWEST ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

 

001-31239

(Commission File Number)

 

27-0005456

(I.R.S. Employer

Identification Number)

 

1515 Arapahoe Street, Tower 1, Suite 1600, Denver CO 80202

(Address of principal executive offices)

 

Registrant’s 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):

 

o            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 1.01. Entry into a Material Definitive Agreement.

 

On May 7, 2012, MarkWest Liberty Midstream & Resources, L.L.C. (“MarkWest Liberty”) and MarkWest Liberty Bluestone, L.L.C. (“MarkWest Bluestone”), both of which are wholly owned subsidiaries of MarkWest Energy Partners, L.P. (“MarkWest”), entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which MarkWest Liberty will acquire Keystone Midstream Services, LLC (“Keystone”) from R.E. Gas Development, LLC (“Rex”), a subsidiary of Rex Energy Corporation, Stonehenge Energy Resources, L.P., and Summit Discovery Resources II (“Summit”), a subsidiary of Sumitomo Corporation (collectively, the “Sellers”) for $512 million, subject to customary post-closing working capital and closing cash adjustments.  The closing of the transaction is conditioned upon the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other customary closing conditions.  The transaction is anticipated to close in the second quarter of 2012. However, there is no assurance that the acquisition of Keystone will be completed or that the expected benefits of the acquisition of Keystone will be realized.

 

Keystone’s existing assets are located in Butler County, Pennsylvania and include two cryogenic gas processing plants totaling 90 million cubic feet per day of processing capacity, a gas gathering system and associated field compression.

 

The Agreement contains representations and warranties that MarkWest Liberty, on the one hand, and the Sellers and Keystone, on the other hand, made to each other as of the date of the Agreement and representations and warranties that each party will make to each other as of the closing date.  The assertions embodied in those representations and warranties were made or will be made solely for purposes of the Agreement, which governs the contractual rights and relationships, and allocates risks among the parties thereto in relation to the closing of transactions contemplated by the Agreement, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Agreement.  Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to unitholders.  For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.

 

Following the closing of the transaction, MarkWest Bluestone will gather and process gas for Rex and Summit under a long-term fee based agreement.

 

Cautionary Statements

 

Information contained in this Current Report on Form 8-K may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Actual results could vary significantly from those expressed or implied in such statements and are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011. 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 except as required by law.

 

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ITEM 9.01.                                  Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press release dated May 7, 2012, announcing the acquisition of Keystone Midstream Services in liquids rich area of Marcellus Shale and Utica Shale letter agreement.

 

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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 hereunto duly authorized.

 

 

 

MARKWEST ENERGY PARTNERS, L.P.

 

 

(Registrant)

 

 

 

 

 

By:

MarkWest Energy GP, L.L.C.

 

 

 

Its General Partner

 

 

 

 

Date: May 7, 2012

 

By:

/s/ NANCY K. BUESE

 

 

 

Nancy K. Buese

Senior Vice President and Chief Financial Officer

 

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