Marathon Petroleum Corp. increases cash consideration for MPLX/MarkWest merger
(Thomson Reuters ONE) -
* One-time cash payment from MPC raised to $1.075 billion from $675 million
* Total cash consideration of ~$5.21 per unit substantially enhances value to
MarkWest unitholders
FINDLAY, Ohio, Nov. 10, 2015 - Marathon Petroleum Corporation (NYSE: MPC) today
announced that it has agreed to contribute an additional $400 million of cash to
MPLX LP (NYSE: MPLX), the midstream master limited partnership (MLP) sponsored
by MPC, for a total cash contribution of $1.075 billion to fund a one-time cash
payment to MarkWest unitholders in connection with the pending merger by which
MarkWest Energy Partners, L.P. (NYSE: MWE) (MarkWest) would become a wholly
owned subsidiary of MPLX. Under the revised terms of the merger agreement,
MarkWest common unitholders will receive 1.09 MPLX common units plus a one-time
cash payment of approximately $5.21 per MarkWest common unit, for a total
consideration of approximately $52.93 per MarkWest common unit, based on fully
diluted units currently outstanding and the closing price of MPLX's common units
on Nov. 10, 2015. The additional cash is being contributed to MPLX by MPC under
which no new equity units will be issued to MPC, which is on the same basis as
the original $675 million cash portion. MPC will also contribute approximately
$225 million, based on the price of MPLX's common units on Nov. 10, 2015, to
maintain its 2 percent general partner interest in MPLX. These proceeds will be
retained by the partnership to support its growth. All other terms of the merger
agreement announced on July 13, 2015, remain the same.
The merger is recommended by the boards of directors of MPC, MPLX, and MarkWest,
and the executive management of both partnerships also strongly support the
transaction and its revised terms.
"The enhancement to the terms of the agreement reflects the commitment of MPC
and MPLX to the combination with MarkWest and conviction that the transaction
will create significant benefits for the unitholders, customers and employees of
both partnerships," said Gary R. Heminger, MPC president and chief executive
officer. "This increase substantially enhances the transaction value for
MarkWest unitholders, who will not only benefit from significant distribution
growth, but also a substantially lower equity yield, investment-grade debt
funding costs, enhanced access to capital and liquidity and a strong general
partner prepared to provide support and financial flexibility."
"MPC's continuing support of the partnership reflects the substantial and
growing value MPLX represents to the total enterprise and we are eager to
continue the growth trajectory of MPLX with the combined partnership," said
Heminger.
The transaction is subject to approval by MarkWest unitholders and to customary
closing conditions, and is expected to close in the fourth quarter of 2015. The
special meeting of MarkWest common unitholders of record as of Oct. 5, 2015, to
approve the transaction and related matters is scheduled for Dec. 1, 2015.
###
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 the general partner of MPLX LP, a
midstream master limited partnership. MPC's fully integrated system provides
operational flexibility to move crude oil, feedstocks and petroleum-related
products efficiently through the company's distribution network in the Midwest,
Southeast and Gulf Coast regions. For additional information about the company,
please visit our website at http://www.marathonpetroleum.com.
Investor Relations Contacts:
Geri Ewing (419) 421-2071
Teresa Homan (419) 421-2965
Media Contact:
Chuck Rice (419) 421-2521
Jamal Kheiry (419) 421-3312
Forward-looking Statements
This press release contains forward-looking statements within the meaning of
federal securities laws regarding Marathon Petroleum Corporation ("MPC"), MPLX
LP ("MPLX"), and MarkWest Energy, L.P. ("MWE"). These forward-looking statements
relate to, among other things, expectations, estimates and projections
concerning the business and operations of MPC, MPLX, 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 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 MPC's actual results to differ
materially from those implied in the forward-looking statements include: risks
described below 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; changes to MPC's capital budget; 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 Securities and Exchange Commission (SEC). Factors that
could cause MPLX's actual results to differ materially from those in the
forward-looking statements include: the ability to complete the proposed merger
of MPLX and MWE on anticipated terms and timetable; the ability to obtain
approval of the transaction by the unitholders of MWE and satisfy other
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 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
September 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 proxy statement and prospectus included in the registration
statement on Form S-4 filed with the SEC by MPLX and declared effective by the
SEC on October 29, 2015. 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
MPC's Form 10-K, in MPLX's Form 10-K, or in MWE's Form 10-K could also have
material adverse effects on forward-looking statements. 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 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 MWE's Form 10-K are available on the SEC website, MWE's website at
http://investor.markwest.com or by contacting MWE's Investor Relations office.
MPC Increases Cash Consideration:
http://hugin.info/147922/R/1966001/717897.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Marathon Petroleum Corporation via GlobeNewswire
[HUG#1966001]
Unternehmensinformation / Kurzprofil:
Datum: 10.11.2015 - 22:58 Uhr
Sprache: Deutsch
News-ID 433650
Anzahl Zeichen: 11670
contact information:
Town:
Findlay, Ohio
Kategorie:
Business News
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