- Marathon Petroleum Corporation
increases one-time cash payment to $6.20 per unit on a best and
final basis
- Total cash consideration of
approximately $1.28 billion provides substantially enhanced value
to MarkWest unitholders
- Three of MarkWest’s top unitholders,
representing more than 15 percent of voting units, have agreed to
vote in favor of the transaction
- MarkWest’s board and executive
management affirm their support for the transaction and its revised
terms
- Proxy Supplement and proxy cards
being mailed to unitholders
- Special unitholder meeting remains
scheduled for Dec. 1, 2015
MPLX LP (NYSE:MPLX) and MarkWest Energy Partners, L.P.
(NYSE:MWE) (MarkWest) today announced that, in connection with the
anticipated combination of MPLX and MarkWest, Marathon Petroleum
Corporation (NYSE:MPC) has agreed to further increase the amount of
the one-time cash consideration payable to MarkWest common
unitholders to $6.20 per unit, up from the cash consideration
previously announced on Nov. 10, 2015, of approximately $5.21 per
unit. This cash consideration represents a significant enhancement
to the initial July 13, 2015, offer which was approximately $3.37
per unit. Under the revised terms of the merger agreement announced
today, which represents the best and final offer, MarkWest common
unitholders will receive approximately $1.28 billion in total cash
consideration and 1.09 MPLX common units per MarkWest common unit,
for a total consideration of approximately $51.74 per MarkWest
common unit, based on the closing price of MPLX’s common units on
Nov. 16, 2015.
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Three of MarkWest’s largest unitholders, Kayne Anderson Capital
Advisors, L.P., Tortoise Capital Advisors, L.L.C., and, as
previously announced, The Energy & Minerals Group, which
cumulatively represent more than 15 percent of MarkWest’s
outstanding units entitled to vote, have all entered into voting
agreements to vote in favor of the transaction. The merger is also
recommended by each of the boards of directors of MPC, MPLX and
MarkWest, and the executive management of both partnerships
strongly support the transaction and its revised terms.
“We are pleased that three of MarkWest’s top unitholders have
agreed to support the combination and vote in favor of this revised
offer,” said Gary R. Heminger, MPLX chairman and chief executive
officer. “We look forward to consummating this transaction and
delivering on the significant opportunities of the combined
partnership.”
“This transaction will create long-term strategic value for our
unitholders and customers through a combination of enhanced growth
opportunities and significant parental support from Marathon
Petroleum Corporation. This increased cash consideration from MPC
further enhances the overall value of the transaction and our board
and executive team recommend that MarkWest unitholders vote in
favor of the merger proposal,” said Frank M. Semple, MarkWest
chairman, president and chief executive officer.
The proposed transaction will combine MarkWest, the
second-largest processor of natural gas in the United States and
largest processor and fractionator in the Marcellus and Utica shale
plays, with MPLX, a rapidly growing crude oil and refined products
logistics partnership sponsored by MPC. The combination will create
one of the largest master limited partnerships (MLPs), which is
expected to generate a mid-20 percent compound annual distribution
growth rate through 2019.
The transaction is subject to approval by MarkWest unitholders
and other customary closing conditions and, subject to the
satisfaction of those conditions, is expected to close in Dec.
2015. The date of the special meeting of MarkWest common
unitholders is Dec. 1, 2015. MarkWest unitholders of record as of
Oct. 5, 2015, will be entitled to vote on approval of the merger
and the associated proposals.
MarkWest unitholders are urged to vote “FOR” the merger and
related matters and submit their proxy as promptly as possible,
either by telephone, via the internet or by marking, signing and
dating the proxy card that was provided to unitholders along with
the proxy statement and prospectus. If you abstain from voting,
fail to cast your vote in person or by proxy or fail to give voting
instructions to your broker, bank or other nominee, it will have
the same effect as a vote “AGAINST” the merger proposal.
MarkWest is mailing supplemental proxy materials to its
unitholders.
Your vote is very important regardless of the number of
MarkWest common units you own. The merger cannot be completed
unless the holders of at least a majority of the outstanding
MarkWest common units, voting together as a single class, vote for
the proposal to approve the merger agreement and the transactions
contemplated thereby at the special meeting of MarkWest common
unitholders (the “Merger Proposal”). At the special meeting,
MarkWest common unitholders will also vote on an advisory
compensation proposal (the “Advisory Compensation Proposal”) and on
a proposal to adjourn the special meeting, if necessary, to solicit
additional proxies if there are not sufficient votes to approve the
merger agreement and transactions contemplated thereby at the time
of the special meeting (the “Adjournment Proposal”).
If you have already voted and would like to revoke your proxy or
change your vote, you may do so at any time before the special
meeting of MarkWest common unitholders. If you are a MarkWest
common unitholder of record, you may revoke your proxy and/or
change your vote, or if you have not yet voted you may do so, at
any time before 11:59 p.m. Eastern Time on Nov. 30, 2015 (the
“Telephone/Internet Deadline”) or before the polls close at the
MarkWest special meeting by (1) sending a written notice, which is
received prior to the Telephone/Internet Deadline, to MarkWest at
1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado 80202,
Attn: Corporate Secretary, that bears a date later than the date of
the proxy and states that you revoke your proxy, (2) submitting a
valid, later-date proxy by mail, telephone or Internet that is
received prior to the Telephone/Internet Deadline or (3) attending
the special meeting of MarkWest common unitholders and voting by
ballot in person (your attendance at the MarkWest special meeting
will not, by itself, revoke any proxy that you have previously
given). If you hold your MarkWest common units in “street name,”
you should follow the instructions of your broker, bank or other
nominee regarding the revocation of proxies. If your broker allows
you to submit a proxy via the Internet or by telephone, you may be
able to change your vote by submitting a new proxy via the Internet
or by telephone or by mail.
About MPLX LP
MPLX is a fee-based, growth-oriented master limited partnership
formed in 2012 by Marathon Petroleum Corporation to own, operate,
develop and acquire pipelines and other midstream assets related to
the transportation and storage of crude oil, refined products and
other hydrocarbon-based products. Headquartered in Findlay, Ohio,
MPLX’s assets consist of a 99.5 percent equity interest in a
network of common carrier crude oil and products pipeline assets
located in the Midwest and Gulf Coast regions of the United States
and a 100 percent interest in a butane storage cavern located in
West Virginia with approximately 1 million barrels of natural gas
liquids storage capacity.
About MarkWest Energy Partners
MarkWest Energy Partners, L.P. is a master limited partnership
that owns and operates midstream service businesses. MarkWest has a
leading presence in many natural gas resource plays including the
Marcellus Shale, Utica Shale, Huron/Berea Shale, Haynesville Shale,
Woodford Shale and Granite Wash formation.
This press release contains forward-looking statements within
the meaning of federal securities laws regarding MPLX LP (“MPLX”),
Marathon Petroleum Corporation (“MPC”), and MarkWest Energy
Partners, L.P. (“MWE”). These forward-looking statements relate to,
among other things, expectations, estimates and projections
concerning the business and operations of MPLX, MPC, and MWE. You
can identify forward-looking statements by words such as
“anticipate,” “believe,” “estimate,” “objective,” “expect,”
“forecast,” “guidance,” “imply,” “plan,” “project,” “potential,”
“could,” “may,” “should,” “would,” “will” or other similar
expressions that convey the uncertainty of future events or
outcomes. Such forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and
other factors, some of which are beyond the companies’ control and
are difficult to predict. In addition to other factors described
herein that could cause MPLX’s or MWE’s actual results to differ
materially from those implied in these forward-looking statements,
negative capital market conditions, including a persistence or
increase of the current yield on common units, which is higher than
historical yields, could adversely affect MPLX’s ability to meet
its distribution growth guidance, particularly with respect to the
later years of such guidance. Factors that could cause MPLX’s or
MWE’s actual results to differ materially from those implied in the
forward-looking statements include: the ability to complete the
proposed merger of MPLX and MWE on anticipated terms and timetable;
the ability to obtain approval of the transaction by the
unitholders of MWE and satisfy other conditions to the closing of
the transaction contemplated by the merger agreement; risk that the
synergies from the MPLX/MWE transaction may not be fully realized
or may take longer to realize than expected; disruption from the
MPLX/MWE transaction making it more difficult to maintain
relationships with customers, employees or suppliers; risks
relating to any unforeseen liabilities of MWE or MPLX, as
applicable; the adequacy of MPLX’s and MWE’s respective capital
resources and liquidity, including, but not limited to,
availability of sufficient cash flow to pay distributions, and the
ability to successfully execute their business plans and implement
their growth strategies; the timing and extent of changes in
commodity prices and demand for crude oil, refined products,
feedstocks or other hydrocarbon-based products; volatility in
and/or degradation of market and industry conditions; completion of
pipeline capacity by competitors; disruptions due to equipment
interruption or failure, including electrical shortages and power
grid failures; the suspension, reduction or termination of MPC’s
obligations under MPLX’s commercial agreements; each company’s
ability to successfully implement its growth plan, whether through
organic growth or acquisitions; modifications to earnings and
distribution growth objectives; federal and state environmental,
economic, health and safety, energy and other policies and
regulations; changes to MPLX’s capital budget; other risk factors
inherent to MPLX or MWE’s industry; and the factors set forth under
the heading “Risk Factors” in MPLX’s Annual Report on Form 10-K for
the year ended Dec. 31, 2014, filed with the Securities and
Exchange Commission (SEC); and the factors set forth under the
heading “Risk Factors” in MWE’s Annual Report on Form 10-K for the
year ended Dec. 31, 2014, and Quarterly Report on Form 10-Q for the
quarter ended September 30, 2015, filed with the SEC. These risks,
as well as other risks associated with MPLX, MWE and the proposed
transaction, are also more fully discussed in the joint proxy
statement and prospectus included in the registration statement on
Form S-4 filed by MPLX and declared effective by the SEC on October
29, 2015, and the supplement to the proxy statement/prospectus
dated November 17, 2015. Factors that could cause MPC’s actual
results to differ materially from those implied in the
forward-looking statements include: risks described above relating
to the MPLX/MWE proposed merger; changes to the expected
construction costs and timing of pipeline projects; volatility in
and/or degradation of market and industry conditions; the
availability and pricing of crude oil and other feedstocks; slower
growth in domestic and Canadian crude supply; an easing or lifting
of the U.S. crude oil export ban; completion of pipeline capacity
to areas outside the U.S. Midwest; consumer demand for refined
products; transportation logistics; the reliability of processing
units and other equipment; MPC’s ability to successfully implement
growth opportunities; modifications to MPLX earnings and
distribution growth objectives; federal and state environmental,
economic, health and safety, energy and other policies and
regulations; other risk factors inherent to MPC’s industry; and the
factors set forth under the heading "Risk Factors" in MPC’s Annual
Report on Form 10-K for the year ended Dec. 31, 2014, filed with
SEC. In addition, the forward-looking statements included herein
could be affected by general domestic and international economic
and political conditions. Unpredictable or unknown factors not
discussed here, in MPLX’s Form 10-K, in MPC’s Form 10-K, or in
MWE’s Form 10-K and Form 10-Qs could also have material adverse
effects on forward-looking statements. Copies of MPLX’s Form 10-K
are available on the SEC website, MPLX’s website at
http://ir.mplx.com or by contacting MPLX’s Investor Relations
office. Copies of MPC’s Form 10-K are available on the SEC website,
MPC’s website at http://ir.marathonpetroleum.com or by contacting
MPC’s Investor Relations office. Copies of MWE’s Form 10-K and Form
10-Qs are available on the SEC website, MWE’s website at
http://investor.markwest.com or by contacting MWE’s Investor
Relations office.
Additional Information and Where to Find It
In connection with the proposed acquisition, MWE and MPLX have
filed relevant materials with the SEC, including MPLX’s
registration statement on Form S-4 that includes a definitive joint
proxy statement and a prospectus and was declared effective by the
SEC on October 29, 2015 and a supplement to the proxy
statement/prospectus dated November 17, 2015. Investors and
security holders are urged to read all relevant documents filed
with the SEC, including the definitive joint proxy statement and
prospectus, because they contain important information about the
proposed transaction. Investors and security holders are able to
obtain the documents free of charge at the SEC’s website,
http://www.sec.gov, or for free from MPLX LP at its website,
http://ir.mplx.com, or in writing at 200 E. Hardin Street, Findlay,
Ohio 45840, Attention: Corporate Secretary, or for free from MWE by
contacting Investor Relations by phone at 1-(866) 858-0482 or by
email at investorrelations@markwest.com.
Participants in the Solicitation
MPLX and MWE and their respective directors and executive
officers and certain employees may be deemed to be participants in
the solicitation of proxies from the holders of MWE common units
with respect to the proposed transaction. Information about MPLX’s
directors and executive officers is available in MPLX’s Annual
Report on Form 10-K filed with the SEC on February 27, 2015 and
MPLX’s current report on Form 8-K, as filed with the SEC on March
9, 2015. Information about MWE’s directors and executive officers
is set forth in the proxy statement for MWE’s 2015 Annual Meeting
of Common Unitholders, which was filed with the SEC on April 23,
2015 and MWE’s current reports on Form 8-K, as filed with the SEC
on May 5, 2015, May 19, 2015 and June 8, 2015, and in the
definitive joint proxy statement filed by MPLX, which was declared
effective by the SEC on October 29, 2015, and the supplement to the
proxy statement/prospectus dated November 17, 2015. To the extent
holdings of MWE securities have changed since the amounts contained
in the definitive joint proxy statement filed by MPLX, which was
declared effective by the SEC on October 29, 2015, and the
supplement to the proxy statement/prospectus dated November 17,
2015, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. Investors may
obtain additional information regarding the interest of such
participants by reading the definitive joint proxy statement and
prospectus regarding the acquisition. These documents may be
obtained free of charge from the SEC’s website http://www.sec.gov,
or from MWE and MPLX using the contact information above.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20151117005896/en/
MPLX Investor Relations Contacts:Geri Ewing, (419)
421-2071Teresa Homan, (419) 421-2965orMPLX Media
Contacts:Chuck Rice, (419) 421-2521Jamal Kheiry, (419)
421-3312orMarkWest Investor Relations and Media
Contact:Joshua Hallenbeck, (866) 858-0482
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