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|MarkWest Announces Final Results of Merger Consideration Elections|
DENVER, CO–February 26, 2008–MarkWest Energy Partners, L.P. (NYSE: MWE) announced the final allocation of merger consideration in the Agreement and Plan of Redemption and Merger between MarkWest Energy Partners and MarkWest Hydrocarbon, Inc. In the redemption and merger transaction, shareholders of MarkWest Hydrocarbon common stock could elect to receive stated consideration of 1.285 common units of MarkWest Energy Partners plus $20.00 cash, on a per share basis, or all cash, all common units, or a combination thereof, subject to pro ration and an equalization formula.
On February 21, 2008, MarkWest announced the preliminary election results and reported that the cash component had been over subscribed. The estimated over subscription included shareholders that submitted elections pursuant to the notice of guaranteed delivery. However, only a portion of the shareholders that elected to submit elections pursuant to the notice of guaranteed delivery submitted completed elections by the end of the notice of guaranteed delivery period. Shareholders that did not submit a completed election form will be treated as non-electing shareholders. As a result, the cash component is not over subscribed in the final election results.
MarkWest Hydrocarbon shareholders who elected to receive stated consideration, all cash, or all common units, representing approximately 54 percent, 15 percent, and 25 percent, respectively, of MarkWest Hydrocarbon shareholders, will receive merger consideration as elected. Shareholders that elected to receive all cash will receive $61.44 per share of MarkWest Hydrocarbon common stock, and shareholders that elected to receive all common units will receive 1.9051 common units of MarkWest Energy Partners (with cash in lieu of fractional units) per share of MarkWest Hydrocarbon common stock. Giving effect to the pro ration procedures, stockholders who did not make an election, representing approximately 6 percent of MarkWest Hydrocarbon shareholders, will receive, on a per share basis, approximately 1.8325 common units (with cash in lieu of fractional units) and cash of approximately $2.34.
In the aggregate, MarkWest will pay as merger consideration approximately $241 million in cash and will issue approximately 15.5 million common units of MarkWest Energy Partners. The exchange agent expects to begin disbursing the cash and common unit consideration on February 27, 2008.
MarkWest Energy Partners, L.P. is a publicly traded master limited partnership with a solid core of midstream assets and a growing core of gas transmission assets. It is the largest processor 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.
This press release includes “forward-looking statements”. 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.
MarkWest Energy Partners, L.P.