Markwest Hydrocarbon (AMEX:MWP)
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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.