ITEM 8.01. Other
Events.
On September 19th and 20th, 2007, Frank Semple,
President and Chief Executive Officer and Nancy Buese, Senior Vice President
and Chief Financial Officer of MarkWest Hydrocarbon, Inc. (the Company),
will give a presentation to investors in Las Vegas, Nevada, regarding the
proposed transaction that resulted from the signing of an Agreement and Plan of
Redemption and Merger on September 5, 2007, by and among MarkWest Energy
Partners L.P., MarkWest Hydrocarbon, Inc. and MWEP, L.L.C.
The information included with this Current
Report as Exhibit 99.1 includes graphic images or slides used in the
presentation. These slides are available for viewing at our website,
www.markwest.com, although we reserve the right to discontinue that
availability at any time.
The Company does not have, and expressly
disclaims, any obligation to release publicly any updates or any changes in the
Companys expectations or change in events, conditions, or circumstances on
which any forward-looking statement is based.
This presentation utilizes the Non-GAAP
financial measures of Adjusted EBITDA and Distributable Cash Flow. We define
Adjusted EBITDA as net income or loss before interest, provision for income
taxes, depreciation and amortization expense, non-cash compensation expense,
and non-cash unrealized derivative gain / loss . Adjusted EBITDA is not a
measure of performance calculated in accordance with GAAP, and should not be
considered in isolation or as a substitute for net income, income from
operations, or cash flow as reflected in our financial statements. Adjusted
EBITDA is presented because such information is relevant and is used by
management, industry analysts, investors, lenders, and rating agencies to
assess the financial performance and operating results of our fundamental
business activities. Management believes that the presentation of Adjusted
EBITDA is useful to lenders and investors because of its use in the midstream
natural gas industry and for master limited partnerships as an indicator of the
strength and performance of our ongoing business operations. Additionally,
management believes that Adjusted EBITDA provides additional and useful
information to our investors for trending, analyzing, and benchmarking our
operating results from period to period as compared to other companies that may
have different financing and capital structures. The presentation of Adjusted
EBITDA allows investors to view our performance in a manner similar to the
methods used by management and provides additional insight to our operating
results. In general, we define Distributable Cash Flow as net income or loss
plus (i) depreciation, amortization, and accretion expense; (ii) non-cash
earnings from unconsolidated affiliates; (iii) contributions to unconsolidated
affiliates net of expansion capital expenditures; (iv) non-cash compensation
expense; (v) non-cash derivative activity; (vi) gains and losses on the sale of
assets; and (vii) the subtraction of sustaining capital expenditures.
Distributable Cash Flow is a significant liquidity metric used by our senior
management to compare basic cash flows generated by us to the cash
distributions we expect to pay partners. Distributable cash flow is also an important
Non-GAAP financial measure for our limited partners since it serves as an
indicator of our success in providing a cash return on investment.
Distributable cash flow is also a quantitative standard used by the investment
community with respect to publicly traded partnerships such as ours because the
value of a partnership unit is in part measured by its yield (which in turn is
based on the amount of cash distributions a partnership pays to a unit holder).
The GAAP measure most directly comparable to Distributable Cash Flow and
Adjusted EBITDA is net income. Please see the Appendix for our calculations of
Adjusted EBITDA and Distributable Cash Flow along with the appropriate
reconciliations.
Cautionary Statements
Certain
statements contained herein or in the exhibits filed with this report may
include forward-looking statements within the meaning of federal securities
laws. 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
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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
SEC. Among the factors that could cause results to differ materially are those
risks discussed in the Annual Report on Form 10-K/A for the year ended
December 31, 2006, for each of MarkWest Energy Partners L.P. and MarkWest
Hydrocarbon, Inc., as filed with the SEC. 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.
ITEM 9.01. Financial
Statements and Exhibits
(d) Exhibits.
Exhibit No.
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Description of Exhibit
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99.1
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Investor presentation
presented September 19th and 20th, 2007 in Las Vegas, Nevada.
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