8-KMaterial AgreementsOther EventsExhibits & Filings

MPLX LP 8-K Report, Material Agreement (Nov 17, 2015)

Filed November 17, 2015For Securities:MPLXMPLXP

Summary

MPLX LP (MPLX) filed an 8-K on November 17, 2015, detailing the second amendment to its merger agreement with MarkWest Energy Partners, L.P. (MWE). This amendment significantly increases the cash portion of the merger consideration, raising it to a total of $6.20 per MWE common unit. This comprises 1.090 MPLX common units and $6.20 in cash for each MWE common unit. Marathon Petroleum Corporation (MPC), MPLX's indirect parent, will fund this increased cash consideration of approximately $1.28 billion without receiving new equity from MPLX. The filing also confirms voting agreements entered into by major MWE unitholders, Kayne Anderson Capital Advisors and Tortoise Capital Advisors. These agreements obligate them to vote their substantial MWE common units (representing approximately 1.43% and 5.89% respectively) in favor of the amended merger agreement. These actions signal progress towards the closing of the merger, which is subject to customary conditions, including MWE unitholder approval.

Key Highlights

  • 1MPLX LP and MarkWest Energy Partners, L.P. (MWE) entered into the second amendment to their merger agreement on November 16, 2015.
  • 2The cash consideration per MWE common unit has been increased to $6.20, in addition to 1.090 MPLX common units.
  • 3Marathon Petroleum Corporation (MPC) will provide approximately $1.28 billion in cash to fund the increased cash portion of the merger consideration.
  • 4Key MWE unitholders, Kayne Anderson and Tortoise Capital Advisors, have entered into voting agreements to support the amended merger.
  • 5The merger is contingent on customary closing conditions, including MWE unitholder approval.
  • 6The filing includes details on forward-looking statements and risks associated with the merger and general business operations of MPLX, MWE, and MPC.

Frequently Asked Questions

This 8-K filing announces the second amendment to the merger agreement between MPLX LP and MarkWest Energy Partners, L.P. (MWE). The key change is an increase in the cash component of the merger consideration.

The cash portion of the merger consideration has been increased. Each MWE common unit will now receive 1.090 MPLX common units and $6.20 in cash, a significant increase from previous terms.

Marathon Petroleum Corporation (MPC), the indirect parent of MPLX, will contribute approximately $1.28 billion in cash to fund the aggregate cash consideration to MWE unitholders.

Yes, MPLX has entered into voting agreements with Kayne Anderson Capital Advisors and Tortoise Capital Advisors. These entities, holding substantial MWE common units, have agreed to vote in favor of the amended merger agreement.