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MarkWest Energy: Mplx/Markwest Combination Receives Further Cash Consideration

The following excerpt is from the company's SEC filing.

from Marathon Petroleum Corp.

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 MarkWests top unitholders, representing more than 15 percent of voting units, have agreed to vote in favor of the transaction

MarkWests 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 me eting remains scheduled for Dec. 1, 2015

FINDLAY, Ohio, and DENVER, Nov. 17, 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 MPLXs common units on Nov. 16, 2015.

Three of MarkWests 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 MarkWests 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 MarkWests 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 December 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...


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