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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 3, 2011 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): Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Explanatory Note Subsequent to the preparation of the Form 8-K originally filed on January 4, 2011, management concluded that the purchase of the facilities described below constituted the acquisition of assets rather than the acquisition of a business as defined under Regulation S-X 11-01(d). The approximate purchase price of $230 million represents 7% of total assets and 10% of net property, plant and equipment as of September 30, 2010. Therefore, management does not consider the purchase of the facilities described below to be an entry into a material definitive agreement. This amendment does not contain any new information but does move the items previously disclosed under Item 1.01 (Entry into a Material Definitive Agreement) to Item 8.01 (Other Events). ITEM 7.01. Regulation FD Disclosure On January 4, 2011, the Partnership and EQT Corporation issued a press release announcing the sale by EQT of its Kentucky natural gas processing complex to the Partnership. A copy of the press release is furnished as Exhibit 99.1 hereto. On January 4, 2011, the Partnership issued a press release announcing the construction of a 120 MMcf per day processing complex in Logansport, West Virginia to serve EQT Corporation and other Marcellus producers. A copy of the press release is furnished as Exhibit 99.2 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. ITEM 8.01. Other Events. On January 3, 2011, MarkWest Energy Appalachia, L.L.C. (“MarkWest Appalachia”), a wholly-owned subsidiary of MarkWest Energy Partners, L.P. (“Partnership”), entered into a Purchase and Sale Agreement (the “Agreement”) with EQT Gathering, LLC (“EQT”), a subsidiary of EQT Corporation. Pursuant to the Agreement, MarkWest Appalachia will acquire gas processing facilities located near Langley and Maytown, Kentucky, consisting of a cryogenic natural gas processing plant with a capacity of approximately 100 million cubic feet (“MMcf”) per day and a refrigeration processing plant with a capacity of approximately 75 MMcf per day (together, the “Processing Facilities”), a partially constructed natural gas liquids pipeline (the “Ranger Pipeline”) extending through parts of Kentucky and West Virginia, and certain other related assets, for a purchase price of approximately $230,000,000. In connection with the acquisition, MarkWest Appalachia will complete the construction of the Ranger Pipeline to connect the Processing Facilities to MarkWest Appalachia’s existing natural gas liquids pipeline that transports natural gas liquids to MarkWest Appalachia’s Siloam fractionation facility in South Shore, Kentucky. The closing of the transaction is conditioned upon the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other customary closing conditions. The transaction is anticipated to close as promptly as practicable following the satisfaction of the closing conditions, which is currently expected to occur in the first quarter of 2011. The Agreement contains certain customary and other representations and warranties that MarkWest Appalachia and EQT made to each other as of the date of the Agreement and that each party will make to each other as of the closing date. The Agreement also contains customary indemnification rights and obligations of EQT and MarkWest Appalachia. 2 Concurrently with the closing of the transaction, MarkWest Appalachia and EQT Energy, LLC (“EQT Energy”), an affiliate of EQT, will enter into a gas processing agreement, pursuant to which MarkWest Appalachia will process certain natural gas owned or controlled by EQT Energy at the Processing Facilities. Under the terms of the gas processing agreement, MarkWest Appalachia will also install an additional cryogenic natural gas processing plant with a capacity of at least 60 MMcf per day. MarkWest Appalachia and EQT Energy will also enter into a natural gas liquids exchange and marketing agreement, which will replace an existing transportation, fractionation and marketing agreement between MarkWest Appalachia and EQT. Pursuant to the natural gas liquids exchange and marketing agreement, natural gas liquids extracted from EQT Energy’s gas at the Processing Facilities will be exchanged for fractionated natural gas liquid products at MarkWest Appalachia’s Siloam fractionation plant, and MarkWest Appalachia will market those fractionated products on behalf of EQT Energy. 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 the Partnership believes that the expectations reflected in the forward-looking statements are reasonable, the Partnership can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in 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 filed with the SEC, including the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009 and the Partnership’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010. 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.” The Partnership does not undertake any duty to update any forward-looking statement except as required by law. 3 ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. 99.1 99.2 Description of Exhibit Press release dated January 4, 2011, announcing the sale by EQT of its Kentucky natural gas processing complex to the Partnership. Press release dated January 4, 2011, announcing the construction of a 120 MMcf per day processing complex in Logansport, West Virginia to serve EQT Corporation and other Marcellus producers. 4 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 ENERGY PARTNERS, L.P. (Registrant) Date: February 7, 2011 By: MarkWest Energy GP, L.L.C. Its General Partner By: /s/ NANCY K. BUESE Nancy K. Buese Senior Vice President and Chief Financial Officer 5 Exhibit 99.1 Analysts: Media: Patrick Kane, Chief IR Officer (412) 553-7833 Karla Olsen, Public Relations Manager (412) 553-5726 Contact: Frank Semple, Chairman, President & CEO Nancy Buese, Senior VP and CFO Dan Campbell, VP of Finance & Treasurer (866) 858-0482 EQT Corporation Announces Sale of Kentucky Natural Gas Processing Complex to MarkWest Energy Partners PITTSBURGH and DENVER, Jan. 4, 2011—EQT Corporation (EQT) (NYSE: EQT) and MarkWest Energy Partners, L.P. (MarkWest) (NYSE: MWE) today announced that MarkWest is acquiring EQT’s natural gas processing complex in Langley, Kentucky and an associated natural gas liquids (NGL) pipeline for $230 million. The transaction is expected to close during the first quarter 2011. The Langley processing complex includes a 100 million cubic feet per day (MMcfd) cryogenic processing plant, a 75 MMcfd refrigeration processing plant, and approximately 28,000 horsepower of compression. Immediately following the closing of the acquisition, MarkWest will commence the installation of a new 60 MMcfd cryogenic processing plant to expand the Langley cryogenic processing capacity. In conjunction with the closing of the sale of the Langley plant, EQT will execute a long-term agreement with MarkWest to provide processing services for its Kentucky Huron / Berea shale gas and to extend its existing agreement with MarkWest for NGL transportation, fractionation, and marketing services until 2022. MarkWest will also complete the Ranger NGL pipeline, which is currently under construction, to allow NGLs recovered at the Langley processing complex to be delivered to MarkWest’s Siloam fractionation, storage, and marketing complex in South Shore, Kentucky. In 2008, MarkWest significantly expanded the Siloam fractionator to a capacity of 24,000 barrels per day, in part to support the continued growth of EQT’s Huron/Berea shale development in Kentucky and West Virginia. MarkWest will also process EQT’s liquids-rich Marcellus gas in West Virginia. “The sale of these valuable Kentucky assets is the first step in our commitment to prioritize our capital to our most profitable investment opportunities, which for us means development activities, primarily in the Marcellus and also in the Huron/Berea, rather than processing activities,” said David Porges, president and chief executive officer of EQT. “Consistent with this, we are pleased to expand EQT’s long-standing relationship with MarkWest in our existing Kentucky processing and liquids handling and in new processing and liquids handling that will support the development of West Virginia Marcellus shale.” “We are very excited to further expand our relationship with EQT through the execution of this significant transaction,” said Frank Semple, chairman, president and chief executive officer of MarkWest. “For more than 20 years we have been a leader in providing highly efficient and fully integrated NGL processing, fractionation, and marketing services in Appalachia. This transaction expands and complements our extensive midstream systems that serve the Huron/Berea and Marcellus shales and will provide strategic, long-term value to EQT.” About EQT EQT Corporation is an integrated energy company with emphasis on Appalachian area natural gas production, gathering, processing, transmission and distribution. Additional information about the company can be obtained through the company’s web site, http://www.eqt.com; Investor information is available on that site at http://ir.eqt.com. EQT Corporation uses its web site as a channel of distribution of important information about the company, and routinely posts financial and other important information regarding the company and its financial condition and operations on the Investors web pages. Wells Fargo Securities, LLC advised EQT on this transaction. EQT Cautionary Statements Disclosures in this press release contain forward-looking statements. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include EQT’s expectations of plans, strategies, objectives and growth, including guidance regarding the expected timing of closing of the transaction, the amount of consideration to be received for the Kentucky processing facility and related assets, and the availability of processing capacity following the transaction. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements on current expectations and assumptions about the future events. While EQT considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond EQT’s control. The risks and uncertainties that may affect the operations, performance and results of the company’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” of EQT’s’s Form 10-K filed for the year ended December 31, 2009, as updated by any subsequent Form 10-Qs. Any forward-looking statement speaks only as of the date on which such statement is made and the company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise. About MarkWest MarkWest Energy Partners, L.P. is a master limited partnership engaged in the gathering, transportation, and processing of natural gas; the transportation, fractionation, marketing, and storage of natural gas liquids; and the gathering and transportation of crude oil. MarkWest has extensive natural gas gathering, processing, and transmission operations in the southwest, Gulf Coast, and northeast regions of the United States, including the Marcellus Shale, and is the largest natural gas processor in the Appalachian region. This press release 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 MarkWest believes that the expectations reflected in the forward-looking statements are reasonable, MarkWest can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties 2 that affect operations, financial performance, and other factors as discussed in 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 filed with the SEC, including MarkWest’s Annual Report on Form 10-K for the year ended December 31, 2009, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2010. 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.” MarkWest does not undertake any duty to update any forward-looking statement except as required by law. 3 Exhibit 99.2 MarkWest Energy Partners, L.P. 1515 Arapahoe Street Tower 1, Suite 1600 Denver, CO 80202 Contact: Frank Semple, Chairman, President & CEO Nancy Buese, Senior VP and CFO Dan Campbell, VP of Finance & Treasurer Phone: (866) 858-0482 E-mail: [email protected] MarkWest Liberty Announces Construction of 120 Million Cubic Feet per Day Processing Complex in Logansport, West Virginia to Serve EQT Corporation and Other Marcellus Producers DENVER—January 4, 2011—MarkWest Liberty Midstream & Resources, L.L.C., a partnership between MarkWest Energy Partners, L.P. (NYSE: MWE) and The Energy & Minerals Group, today announced the development of a midstream natural gas processing complex in Logansport, West Virginia. MarkWest Liberty will construct a 120 million cubic feet per day (MMcf/d) cryogenic gas processing facility and associated natural gas liquids (NGL) pipeline by mid 2012 to process liquids-rich gas transported in EQT Corporation’s Equitrans gas pipeline, which recently announced a significant expansion to increase transmission capacity. EQT has substantial rich-gas Marcellus acreage in northern West Virginia and has contracted with MarkWest Liberty for the majority of the Logansport plant capacity. The NGLs recovered at Logansport will be transported via pipeline to MarkWest Liberty’s fractionation, storage, and marketing complex in Houston, Pennsylvania. The Logansport complex is MarkWest Liberty’s third processing complex serving Marcellus production in southwestern Pennsylvania and northern West Virginia. The new processing facility and associated NGL pipeline significantly expands the integrated processing, fractionation, and NGL marketing services that MarkWest provides to producers in the Appalachian region. “We continue to expand our midstream presence in the rich-gas area of the Marcellus and the Logansport complex will allow EQT and other producers to fully develop their Marcellus acreage in Wetzel and Doddridge counties,” said Frank Semple, Chairman, President and Chief Executive Officer of MarkWest. “We are excited to access significant new Marcellus acreage and to take advantage of the tremendous downstream takeaway options for residue gas on the Equitrans system, including Equitrans’ planned expansion to five interstate pipelines. MarkWest Liberty is the largest provider of midstream services in the rich-gas areas of the Marcellus and is committed to continue investing significant capital to develop the critical midstream infrastructure necessary to meet our producer customers’ long-term needs.” “We are excited about the strategic value created from the combination of MarkWest’s industry leading Appalachian processing and fractionation footprint with EQT’s Equitrans pipeline header system expansion,” said Randall Crawford, Senior Vice President of EQT. “The linking of NGL processing with downstream transportation will provide the critical infrastructure solution to facilitate the development of EQT’s and other liquids-rich Marcellus acreage in northern West Virginia.” 1 ### About MarkWest Energy Partners MarkWest Energy Partners, L.P. is a master limited partnership engaged in the gathering, transportation, and processing of natural gas; the transportation, fractionation, marketing, and storage of natural gas liquids; and the gathering and transportation of crude oil. MarkWest has extensive natural gas gathering, processing, and transmission operations in the southwest, Gulf Coast, and northeast regions of the United States, including the Marcellus Shale, and is the largest natural gas processor in the Appalachian region. About The Energy & Minerals Group The Energy & Minerals Group is the management company for a series of private equity funds totaling in excess of $2.5 billion of commitments. EMG focuses exclusively on making direct investments across the natural resources industry in conjunction with experienced management teams focused on hard assets that are integral to existing and growing markets. For additional information on EMG, please contact John Raymond at 713-579-5000. This press release 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 MarkWest believes that the expectations reflected in the forward-looking statements are reasonable, MarkWest can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in 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 filed with the SEC, including MarkWest’s Annual Report on Form 10-K for the year ended December 31, 2009, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2010. 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.” MarkWest does not undertake any duty to update any forward-looking statement except as required by law. 2