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Actionable news in MWE: MARKWEST ENERGY PARTNERS LP,

Prospectuses and communications, business combinations

(Exact name of registrant as specified in its charter)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 11, 2015, MPLX LP (“MPLX”), MarkWest Energy Partners, L.P. (“MWE”), MPLX GP LLC, the general partner of MPLX (“MPLX GP”), Sapphire Holdco LLC, a wholly owned subsidiary of MPLX (“Merger Sub”) and, for certain limited purposes set forth in the Amended Merger Agreement (defined below), Marathon Petroleum Corporation, the indirect parent of MPLX and MPLX GP (“MPC”), entered into an agreement and plan of merger (the “Original Merger Agreement”), pursuant to which Merger Sub will merge with and into MWE, with MWE continuing as the surviving entity and becoming a wholly owned subsidiary of MPLX (the “Merger”). On November 10, 2015, MPLX, MPLX GP, MPC, MWE and Merger Sub entered into an amendment to the Original Merger Agreement (the “First Amendment”) pursuant to which the cash portion of the proposed merger consideration was increased from $675 million in the aggregate to $1,075 million. On November 16, 2015, MPLX, MPLX GP, MPC, MWE and Merger Sub entered into a second amendment to the Original Merger Agreement (the “Second Amendment”; and the Original Merger Agreement, as amended by the First Amendment and the Second Amendment, being referred to as the “Amended Merger Agreement”) pursuant to which the cash portion of the proposed merger consideration was increased to provide for total cash consideration in an aggregate amount of $6.20 per MWE common unit (including certain converted equity awards).

The Amended Merger Agreement provides that at the effective time of the Merger (the “Effective Time”), each MWE common unit (including certain converted equity awards) issued and outstanding as of immediately prior to the Effective Time will be converted into the right to receive (i) 1.090 common units of MPLX representing limited partner interests in MPLX and (ii) cash in an amount of $6.20 per MWE common unit. MPC will contribute approximately $1,280 million in cash to MPLX to pay the aggregate cash consideration to MWE unitholders, without receiving any new equity from MPLX in exchange. The Merger is subject to certain customary conditions, including approval by MWE unitholders.

The foregoing summary of the Second Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

In connection with the Second Amendment, each of Kayne Anderson Capital Advisors, L.P., which as of the close of business on October 5, 2015 (the “Record Date”), the record date for the MWE special meeting of common unitholders to be held on December 1, 2015 (the “MWE Special Meeting”), held 2,792,961 MWE common units (representing approximately 1.43% of the MWE common units entitled to vote at the MWE Special Meeting) and KA Fund Advisors, LLC, which as of the close of business on the Record Date, held 8,344,758 MWE common units (representing approximately 4.27% of the MWE common units entitled to vote at the MWE Special Meeting) entered into a Voting Agreement (the “Kayne Anderson Voting Agreement”) with MPLX, MPLX GP and Merger Sub, pursuant to which they have agreed, among other things, to vote (or cause to be voted) all MWE common units owned by them in favor of approving the Amended Merger Agreement. The Kayne Anderson Voting Agreement shall terminate upon termination of the Amended Merger Agreement and certain other specified events.

The foregoing description of the Kayne Anderson Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Kayne Anderson Voting Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.

In connection with the Second Amendment, Tortoise Capital Advisors, L.L.C., which as of the close of business on the Record Date, held 11,499,731 MWE common units (representing approximately 5.89% of the MWE common units entitled to vote at the MWE Special Meeting) entered into a Voting Agreement (the “Tortoise Voting...


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