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Marathon Petroleum Corporation Further Increases Cash Consideration For Mplx/Markwest Combination

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

Increases one-time cash payment to $6.20 per unit on a best and final basis

Three of MarkWest’s largest unitholders agree to support transaction

Unitholder vote scheduled for Dec. 1, 2015

FINDLAY, Ohio, Nov. 17, 2015 - Marathon Petroleum Corporation (NYSE: MPC) today announced that in connection with the combination of MPLX LP (NYSE: MPLX), MPC’s midstream master limited partnership, and MarkWest Energy Partners, L.P. (NYSE: MWE), MPC will further increase the amount of the one-time cash consideration contributed to MPLX and 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, 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.

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, MPC president and chief executive officer. “We look forward to consummating this transaction and delivering on the significant opportunities of the combined partnership.”

The transaction is subject to approval by MarkWest unitholders and to customary closing conditions, and 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.

About Marathon Petroleum Corporation

MPC is the nation's fourth-largest refiner, with a crude oil refining capacity of approximately 1.7 million barrels per calendar day in its seven-refinery system. Marathon brand gasoline is sold through approximately 5,600 independently owned retail outlets across 19 states. In addition, Speedway LLC, an MPC subsidiary, owns and operates the nation's second-largest convenience store chain, with approximately 2,760 convenience stores in 22 states. MPC also owns, leases or has ownership interests in approximately 8,300 miles of pipeline. Through subsidiaries, MPC owns...


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