Special Meeting of Unitholders to be Held on December 1, 2015
DENVER--(BUSINESS WIRE)--Oct. 30, 2015--
MarkWest Energy Partners, L.P. (the “Partnership”) (NYSE: MWE) today
announced that it has filed a definitive proxy statement and prospectus
with the U.S. Securities and Exchange Commission regarding the pending
merger pursuant to which the Partnership would become a wholly owned
subsidiary of MPLX LP (“MPLX”) (NYSE: MPLX). A special meeting of the
common unitholders has been set to approve the previously announced
Agreement and Plan of Merger, dated as of July 11, 2015, by and among
the Partnership, MPLX, MPLX GP LLC, the general partner of MPLX,
Sapphire Holdco LLC, a wholly owned subsidiary of MPLX, and, for certain
limited purposes, Marathon Petroleum Corporation.
The Partnership’s special meeting of common unitholders will be held on
Tuesday, December 1, 2015, at 9:00 a.m. Mountain Standard Time at the
Partnership’s offices at 1515 Arapahoe Street, Tower 1, Suite 1600,
Denver, Colorado 80202. The Partnership urges unitholders to submit
their proxy as promptly as possible, either by telephone, via the
internet or by marking, signing and dating the proxy card that will be
provided to unitholders along with the proxy statement and prospectus.
All holders of record of the Partnership’s common units as of the close
of business on October 5, 2015 will be entitled to receive notice of the
special meeting and to vote their common units either in person or by
proxy at the special meeting. A proxy statement and prospectus for the
special meeting will be mailed to the common unitholders of the
Partnership on or about October 30, 2015.
MarkWest Energy Partners, L.P. is a master limited partnership that owns
and operates midstream services related businesses. MarkWest has a
leading presence in many natural gas resource plays including the
Marcellus Shale, Utica Shale, Huron/Berea Shale, Haynesville Shale,
Woodford Shale and Granite Wash formation where it provides midstream
services to its producer customers.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes “forward-looking statements.” All statements
other than statements of historical facts included or incorporated
herein may constitute forward-looking statements that involve a number
of risks and uncertainties. These statements may include statements
regarding the proposed acquisition of the Partnership by MPLX, the
expected timetable for completing the transaction, benefits and
synergies of the transaction, future opportunities for the combined
company and any other statements regarding the Partnership’s and MPLX’s
future operations, anticipated business levels, future earnings and
distributions, planned activities, anticipated growth, market
opportunities, strategies and competition. All such forward-looking
statements involve estimates and assumptions that are subject to a
number of risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied in such
statements. Factors that could cause or contribute to such differences
include: factors relating to the satisfaction of the conditions to the
proposed transaction, including regulatory approvals and the required
approval of the Partnership’s unitholders; the parties’ ability to meet
expectations regarding the timing and tax treatment of the proposed
transaction; the possibility that the combined company may be unable to
achieve expected synergies and operating efficiencies in connection with
the transaction within the expected time-frames or at all; the
integration of the Partnership being more difficult, time-consuming or
costly than expected; the effect of any changes resulting from the
proposed transaction in customer, supplier and other business
relationships; general market perception of the proposed transaction;
exposure to lawsuits and contingencies associated with MPLX; the ability
to attract and retain key personnel; prevailing market conditions;
changes in the economic and financial conditions of the Partnership and
MPLX; uncertainties and matters beyond the control of management; and
the other risks discussed in the periodic reports filed with the SEC,
including the Partnership’s and MPLX’s Annual Reports on Form 10-K for
the year ended December 31, 2014 and the Partnership’s and MPLX’s
Reports on Form 10-Q for the quarter ended June 30, 2015. These risks,
as well as other risks associated with the Partnership, MPLX 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. The Partnership has mailed the proxy
statement/prospectus to its unitholders. The forward-looking statements
should be considered in light of all these factors. In addition, other
risks and uncertainties not presently known to the Partnership or MPLX
or that the Partnership or MPLX considers immaterial could affect the
accuracy of the forward-looking statements. The reader is cautioned not
to rely unduly on these forward-looking statements. The Partnership and
MPLX does not undertake any duty to update any forward-looking statement
except as required by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect
of the proposed acquisition of the Partnership by MPLX. In connection
with the proposed acquisition, the Partnership and MPLX have filed
relevant materials with the SEC, including MPLX’s registration statement
on Form S-4 that includes a definitive proxy statement and a prospectus
and was declared effective by the SEC on October 29, 2015. Investors and
security holders are urged to read all relevant documents filed with the
SEC, including the definitive proxy statement and prospectus, because
they contain important information about the proposed transaction.
Investors and security holders are able to obtain the documents free of
charge at the SEC’s website, http://www.sec.gov,
or for free from the Partnership by contacting Investor Relations by
phone at 1-(866) 858-0482 or by email at [email protected]
or for free from MPLX LP at its website, http://ir.mplx.com,
or in writing at 200 E. Hardin Street, Findlay, Ohio 45840, Attention:
Corporate Secretary.
Participants in Solicitation
This communication is not a solicitation of a proxy from any investor or
securityholder. However, the Partnership and its directors and executive
officers and certain employees may be deemed to be participants in the
solicitation of proxies from the holders of Partnership common units
with respect to the proposed transaction. Information about the
Partnership’s directors and executive officers is set forth in the proxy
statement for the Partnership’s 2015 Annual Meeting of Common
Unitholders, which was filed with the SEC on April 23, 2015 and the
Partnership’s current reports on Form 8-K, as filed with the SEC on May
5, 2015, May 19, 2015 and June 8, 2015, and in the prospectus filed by
MPLX on October 30, 2015 and the related Registration Statement on Form
S-4, which was declared effective by the SEC on October 29, 2015.
Information about MPLX’s directors and executive officers is available
in MPLX’s Annual Report on Form 10-K filed with the SEC on February 27,
2015 and MPLX’s current report on Form 8-K, as filed with the SEC on
March 9, 2015. To the extent holdings of Partnership securities have
changed since the amounts contained in the definitive proxy statement
filed by the Partnership, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Investors may obtain additional information regarding the interest of
such participants by reading the joint proxy statement and prospectus
regarding the acquisition. These documents may be obtained free of
charge from the SEC’s website http://www.sec.gov,
or from the Partnership and MPLX using the contact information above.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151030005338/en/
Source: MarkWest Energy Partners, L.P.
MarkWest Energy Partners, L.P.
Frank Semple, 866-858-0482
Chairman,
President & CEO
or
Nancy Buese, 866-858-0482
Executive
VP & CFO
or
Josh Hallenbeck, 866-858-0482
VP
of Finance & Treasurer
[email protected]