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): August 13, 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 Agreement.
On August 14, MarkWest Energy Partners, L.P. (the “Partnership”) and MarkWest Energy Operating Company, L.L.C. (the “Operating Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., UBS Securities LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives for the underwriters (the “Underwriters”) listed on Schedule I to the Underwriting Agreement, with respect to the issuance and sale in an underwritten public offering (the “Offering”) by the Partnership of 6,000,000 common units representing limited partner interests (the “Common Units”) at an offering price to the public of $50.72 per common unit. The Partnership granted the Underwriters a 30-day option to purchase up to 900,000 additional common units to cover over-allotments, if any. The Underwriters exercised their option in full on August 16, 2012. The Common Units to be sold in the Offering were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (File No. 333-164323). The Offering closed on August 17, 2012. Legal opinions related to the Common Units are filed as Exhibits 5.1 and 8.1 to this Current Report on Form 8-K.
The Partnership intends to use the approximately $338.3 million in net proceeds from the Offering, after deducting underwriting discounts, commissions and offering expenses, and any additional net proceeds from the exercise of the Underwriters’ option, to fund our capital expenditure program, for general working capital and for other general partnership purposes.
The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and certain affiliates, and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.
The foregoing description is a brief summary of the Underwriting Agreement and does not purport to be a complete statement of the parties’ rights and obligations under the Underwriting Agreement. The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
ITEM 7.01. Regulation FD Disclosure
On August 13, 2012, the Partnership issued a press release announcing the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto.
On August 14, 2012, the Partnership issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.2 hereto.
On August 17, 2012, the Partnership issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.3 hereto.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statements
This filing includes “forward-looking statements.” 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 the periodic reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012. 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.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
1.1 |
| Underwriting Agreement dated as of August 14, 2012, among MarkWest Energy Partners, L.P., MarkWest Energy Operating Company, L.L.C. and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., UBS Securities LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives for the several underwriters listed on Schedule I to the Underwriting Agreement. |
5.1 |
| Opinion of Vinson & Elkins. |
8.1 |
| Opinion of Vinson & Elkins, relating to tax matters. |
23.1 |
| Consent of Vinson & Elkins (included in Exhibit 5.1). |
23.2 |
| Consent of Vinson & Elkins (included in Exhibit 8.1). |
99.1 |
| Press release dated August 13, 2012, announcing public offering of common units. |
99.2 |
| Press release dated August 14, 2012, announcing pricing of public offering of common units. |
99.3 |
| Press release dated August 17, 2012, announcing closing of public offering of common units. |
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.
| MARKWEST ENERGY PARTNERS, L.P. | |
| (Registrant) | |
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| By: | MarkWest Energy GP, L.L.C., |
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| Its General Partner |
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Date: August 17, 2012 | By: | /s/ NANCY K. BUESE |
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| Nancy K. Buese |
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| Senior Vice President and Chief Financial Officer |