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MWE > SEC Filings for MWE > Form 8-K on 19-Nov-2012All Recent SEC Filings

Show all filings for MARKWEST ENERGY PARTNERS L P

Form 8-K for MARKWEST ENERGY PARTNERS L P


19-Nov-2012

Entry into a Material Definitive Agreement, Regulation FD Disclosure


ITEM 1.01. Entry into a Material Agreement.

On November 13, 2012, 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 Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC (the "Underwriters") with respect to the issuance and sale in an underwritten public offering (the "Offering") by the Partnership of 8,500,000 common units representing limited partner interests (the "Common Units") at an offering price to the public of $46.50 per common unit. The Partnership granted the Underwriters a 30-day option to purchase up to 1,275,000 additional common units to cover over-allotments, if any. The Underwriters exercised their option in full by November 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. 333-184605). The Offering closed on November 19, 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 $437.2 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 November 12, 2012, the Partnership issued a press release announcing the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto.

On November 13, 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 November 19, 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, June 30, 2012 and September 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 November 13, 2012, among MarkWest
              Energy Partners, L.P., MarkWest Energy Operating Company, L.L.C. and
              Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith
              Incorporated, Barclays Capital Inc., Goldman, Sachs & Co., Morgan
              Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC,
              J.P. Morgan Securities LLC and RBC Capital Markets, LLC.
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 November 12, 2012, announcing public offering of
              common units.
99.2          Press release dated November 13, 2012, announcing pricing of public
              offering of common units.
99.3          Press release dated November 19, 2012, announcing closing of public
              offering of common units.


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