( BW)(CO-MARKWEST-ENERGY)(MWE)(MWP) MarkWest Announces Preliminary
Results of Merger Consideration Elections
Business Editors/Energy Editors
DENVER--(BUSINESS WIRE)--Feb. 21, 2008--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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CONTACT: MarkWest Energy Partners, L.P.
Frank Semple, 866-858-0482
President & CEO
or
Nancy Buese, 866-858-0482
Senior VP & CFO
or
Andy Schroeder, 866-858-0482
VP Finance & Treasurer
Fax: 303-925-8709
investorrelations@markwest.com
www.markwest.com
.