Transaction expected to close Dec. 4,
2015
At a special meeting held today, unitholders of MarkWest Energy
Partners, L.P. (NYSE: MWE) approved a strategic combination with
MPLX LP (NYSE: MPLX) by voting to approve the merger agreement
dated July 11, 2015, as amended. Based on the voting results,
approximately 80 percent of the units voted at the special meeting
were in favor of the merger agreement.
The transaction will result in MarkWest, the second-largest
processor of natural gas in the United States and largest processor
and fractionator in the Marcellus and Utica shale plays, becoming a
wholly owned subsidiary of MPLX, a rapidly growing crude oil and
refined products logistics partnership sponsored by Marathon
Petroleum Corporation (NYSE:MPC). The combination creates one of
the largest master limited partnerships (MLPs) and is expected to
generate a mid-20 percent compound annual distribution growth rate
through 2019.
“We are pleased the overwhelming majority of MarkWest
unitholders voting supported the combination and we look forward to
delivering on the significant opportunities in front of the
combined partnership,” said Gary R. Heminger, MPLX chairman and
chief executive officer. “This combination creates a large-cap
diversified midstream partnership with an extraordinary growth
profile, underpinned by MarkWest’s large organic growth backlog and
MPC’s large inventory of MLP-eligible assets.”
Frank Semple, MarkWest chairman, president and chief executive
officer, said MarkWest and MPLX form a powerful combination to
support the ongoing needs of producer customers. "Together with
MPLX, MarkWest is exceptionally well-positioned to extend its long
history of delivering best-in-class customer service and focused
execution on continued midstream infrastructure build-out,” he
said. “Our development of critical midstream solutions will be
further enhanced by MPC's strong parental support and a growing
inventory of dropdown assets available to the combined partnership.
MPC’s significant pipeline and refinery operations will be critical
for expanding and integrating MarkWest’s midstream platform
throughout some of our nation’s most productive resource
plays.”
The transaction is subject to customary closing conditions and
is expected to close Dec. 4, 2015.
MPLX, MarkWest and MPC management will host an analyst and
institutional investor meeting Dec. 3, 2015. The presentation will
be webcast live beginning at 9 a.m. EST. The webcast will include
the presentation audio as well as accompanying slides. The meeting
is expected to conclude at approximately 11:30 a.m. This event will
be accessible via the MPC website at
http://ir.marathonpetroleum.com and the MPLX website at
http://ir.mplx.com.
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 satisfy
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 Sept. 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 Oct.
29, 2015, as supplemented. 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, MPLX and MWE 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 declared effective by the SEC on
Oct. 29, 2015 and a supplement to the proxy statement/prospectus
filed on Nov. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20151201006305/en/
MarkWest Investor Relations and Media Contact:Joshua
Hallenbeck, 866-858-0482orMPLX Investor Relations
Contacts:Geri Ewing, 419-421-2071Teresa Homan,
419-421-2965orMPLX Media Contacts:Chuck Rice,
419-421-2521Jamal Kheiry, 419-421-3312
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