UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 29, 2005
MarkWest Energy Partners, L.P.
(Exact name of registrant as specified in its chapter)
Delaware | | 1-31239 | | 27-0005456 |
(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | |
155 Inverness Drive West, Suite 200, Englewood, CO | | 80112-5000 |
(Address of principal executive offices) | | (Zip code) |
| | | | |
Registrant’s telephone number, including area code: 303-290-8700 |
|
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 April 29, 2005, MarkWest Energy Partners, LP (the “Partnership”) and the Borrower, the Partnership’s wholly-owned subsidiary MarkWest Energy Operating Company LLC, received Waiver Letters with respect to the Third Amended and Restated Credit Agreement, dated as of October 25, 2004, by and among the MarkWest Energy Operating Company LLC, the Partnership, as Guarantor, the Lenders referred to therein and the other parties thereto. The Waiver Letter waives any breach related to the Partnership’s inability to deliver audited financials of the Partnership and its subsidiaries (including the Borrower) and the accompanying opinion of the Partnership’s independent certified public accountants by the 90th day after the fiscal year end for a period of ninety-one days, until June 30, 2005.
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
On May 4, 2005, the Partnership received an extension, to May 31, 2005, from the American Stock Exchange (“AMEX”) for the Partnership to regain compliance with the exchange requirements by filing its 2004 Annual Report on Form 10-K. The Partnership had previously received a warning letter from AMEX, dated April 5, 2005, advising the Partnership that it was not in compliance with the AMEX requirements as set forth in Section 1101 of the AMEX Company Guide for failure to file with the Securities and Exchange Commission its Annual Report on Form 10-K for year ended December 31, 2004 by the prescribed filing deadline. The Partnership is devoting substantial resources and working with its outside auditors to complete and file the Annual Report on Form 10-K for December 31, 2004, as soon as reasonably possible and to restore its compliance with the AMEX requirements.
A copy of the press release is filed as Exhibit 99.1 to this report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The exhibit identified below is filed as part of this report:
Exhibit 10.1 Waiver Letters.
Exhibit 99.1 Press Release Dated May 4, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership 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 5, 2005 | By: | /s/ James G. Ivey | |
| Name: | James G. Ivey |
| Title: | Chief Financial Officer |
| | | | | |
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Exhibit Index
10.1 | | Waiver letters. |
| | |
99.1 | | Press Release Dated May 4, 2005. |
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