-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VJGHBZQetT7RvoTNt6VUO95oYMQQ6nQoJ11N+NYxcDKtJIqUjp39lVh1+Qne+cYy pKo3/AF22yN/yDONJCtsyw== 0001104659-04-024319.txt : 20040813 0001104659-04-024319.hdr.sgml : 20040813 20040813132209 ACCESSION NUMBER: 0001104659-04-024319 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040730 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKWEST HYDROCARBON INC CENTRAL INDEX KEY: 0001019756 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841352233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14841 FILM NUMBER: 04973049 BUSINESS ADDRESS: STREET 1: 155 INVERNESS DRIVE WEST STREET 2: SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112-5004 BUSINESS PHONE: 3032908700 MAIL ADDRESS: STREET 1: 155 INVERNESS DRIVE WEST STREET 2: SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112-5004 8-K 1 a04-9556_18k.htm 8-K

 

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) July 30, 2004

 

MARKWEST HYDROCARBON, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-14841

 

84-1352233

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

155 Inverness Drive West, Suite 200, Englewood, CO 80112-5000

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 303-290-8700

 

 


 

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

 

On July 30, 2004, pursuant to the terms and conditions of the Asset Purchase and Sale Agreement (the “Agreement”) dated as of July 1, 2004, MarkWest Energy Partners, L.P. (the “Partnership”), a consolidated subsidiary of MarkWest Hydrocarbon, Inc. (“MarkWest Hydrocarbon”), completed the acquisition (the “American Central East Texas Acquisition”) of American Central East Texas Gas Company, L.P.’s (“American Central”) Carthage gathering system and gas processing assets located in east Texas for approximately $240 million, before transaction costs and subject to certain post-closing adjustments.  The purchase price was determined through arms-length negotiations between the Partnership and American Central.

 

The assets include the Carthage gathering system located in the eastern Texas county of Panola.  The Carthage gathering system has been constructed over the last 10 years and offers both low- and high-pressure service to producers in the Carthage Field, gathering gas from the Cotton Valley, Pettit and Travis Peak formations.  The system consists of approximately 180 miles of pipeline connected to approximately 1,700 wells with an additional 82 miles of pipeline currently under construction. The gathering system also includes approximately 65,000 horsepower of compression with an additional 35,000 horsepower currently being installed. Current system throughput is approximately 245 million cubic feet of natural gas per day (“MMcf/d”) and is anticipated to increase to approximately 310 MMcf/d by the end of 2004 due to the connection to the system of additional contracted volumes.  The gathering system has a capacity of approximately 350 MMcf/d.  Also included in the acquisition is a 175 MMcf/d processing facility currently under construction and a natural gas liquids, such as propane, butanes and natural gasoline, pipeline to be constructed in 2005.

 

The purchase price of approximately $240 million was financed through borrowing under the Partnership line of credit and a secondary offering of approximately 1.3 million of the Partnership’s common units, at $34.50 per unit, which netted the Partnership approximately $45 million after transaction costs and the general partner contribution.  The Partnership credit facility, that is administered by Royal Bank of Canada, was amended and restated at the closing of the acquisition to increase availability under the revolving facility from $140 million to $265 million and to add a term loan facility of $50 million, for an aggregate borrowing of $315 million.  At the conclusion of the acquisition, outstanding borrowings under the Partnership’s credit facility were $287 million.  All of the Partnership’s assets are pledged to the credit facility lenders to secure the repayment of the outstanding borrowings under the credit facility.

 

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

 

(a) Financial Statements of Businesses Acquired.

 

The Financial Statements required to be filed pursuant to Item 7(a) of Form 8-K will be filed on a Form 8-K/A as soon as practicable, but in no event later than 60 days after the date this Form 8-K is required to be filed.

 

(b) Pro Forma Financial Information.

 

The pro forma financial information required to be filed pursuant to Item 7(b) of Form 8-K will be filed on a Form 8-K/A as soon as practicable, but in no event later than 60 days after the date this Form 8-K is required to be filed.

 

(c) Exhibits.

 

None.

 

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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, hereunto duly authorized.

 

 

 

 

MARKWEST HYDROCARBON, INC.

 

 

(Registrant)

 

 

 

Date:

August 13, 2004

By:

/s/ James G. Ivey

 

 

 

 

James G. Ivey,

 

 

 

Chief Financial Officer

 

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