Unitholders Encouraged to Vote Now, Ahead of December 1, 2015 Meeting
DENVER--(BUSINESS WIRE)--Nov. 20, 2015--
MarkWest Energy Partners, L.P. (NYSE: MWE) (MarkWest) announced today
that Glass Lewis & Co., LLC (“Glass Lewis”), and Egan-Jones Proxy
Services (“Egan-Jones”), two independent proxy advisory firms, have
issued reports recommending that MarkWest unitholders vote “FOR” the
combination of MarkWest and MPLX (NYSE: MPLX). The recommendations of
Glass Lewis and Egan-Jones follow Institutional Shareholder Services
Inc.’s (ISS) recent report that also recommended that MarkWest
unitholders vote “FOR” the MarkWest-MPLX combination.
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In making its recommendation, Glass Lewis’ report, issued on Nov. 19,
2015, stated:
“In terms of strategic and financial considerations, we believe the
merger presents an opportunity for MarkWest to enhance scale, accelerate
growth and diversify operations across the value chain of upstream,
midstream and downstream activities. The merger combines MarkWest's
premier position in the Marcellus and Utica Shales with Marathon's and
MPLX's premier downstream assets. Together, the partnerships expect to
capitalize on significant strategic opportunities and commercial
synergies. From MarkWest's perspective, the combination offers
additional stability in a challenging environment in the form of greater
diversification and enhanced cash flows, as well as a strong partner in
Marathon with an investment-grade balance sheet, significant liquidity
and cash flow.”
Furthermore, Glass Lewis stated:
“Combined, the partnerships stand to realize greater scale, financial
strength, diversity of operations and accelerated growth, among other
benefits, than MarkWest could likely realize on its own. As a result, we
believe the merger will ultimately lead to enhanced financial
performance and superior value for unitholders. Considering that the
merger consideration represented a compelling value at the time of the
announcement, despite the significant decline in such implied value
post-announcement, in light of the recent negative returns for the
sector overall and the enhancements made by increasing the cash
consideration, as well as our opinion that the strategic benefits of the
combination remain largely intact, we believe the merger remains
advisable.”
“The recommendations from the three major independent proxy advisory
firms further support the strategic and financial logic of this merger,”
stated Frank Semple, Chairman, President and Chief Executive Officer of
MarkWest Energy GP, L.L.C. “We believe that by joining together with
MPLX, we’ll be able to drive tremendous value for our producer
customers, and superior, long-term returns for our unitholders. We
strongly recommend unitholders vote 'FOR' the transaction and related
matters and submit their proxy as soon as possible.”
Unitholders can submit their proxies 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.
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.
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. On Nov. 18, 2015, MarkWest completed mailing supplemental
proxy materials.
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 “Adjournment Proposal”).
If you have already voted and would like to revoke your proxy or change
your vote, you may do so at any time before the special meeting of
MarkWest common unitholders. If you are a MarkWest common unitholder of
record, you may revoke your proxy and/or change your vote, or if you
have not yet voted you may do so, at any time before 11:59 p.m. Eastern
Time on Nov. 30, 2015 (the “Telephone/Internet Deadline”) or before the
polls close at the MarkWest special meeting by (1) sending a written
notice, which is received prior to the Telephone/Internet Deadline, to
MarkWest at 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado
80202, Attn: Corporate Secretary, that bears a date later than the date
of the proxy and states that you revoke your proxy, (2) submitting a
valid, later-date proxy by mail, telephone or Internet that is received
prior to the Telephone/Internet Deadline or (3) attending the special
meeting of MarkWest common unitholders and voting by ballot in person
(your attendance at the MarkWest special meeting will not, by itself,
revoke any proxy that you have previously given). If you hold your
MarkWest common units in “street name,” you should follow the
instructions of your broker, bank or other nominee regarding the
revocation of proxies. If your broker allows you to submit a proxy via
the Internet or by telephone, you may be able to change your vote by
submitting a new proxy via the Internet or by telephone or by mail.
About MarkWest Energy Partners
MarkWest Energy Partners, L.P. is a master limited partnership that owns
and operates midstream service 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.
Additional Information and Where to Find It
In connection with the proposed acquisition, MWE 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 and a
supplement to the proxy statement/prospectus dated November 17, 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 MWE by contacting Investor Relations by phone at
1-(866) 858-0482 or by email at [email protected]
or for free from MPLX at its website, http://ir.mplx.com,
or in writing at 200 E. Hardin Street, Findlay, Ohio 45840, Attention:
Corporate Secretary.
Participants in Solicitation
MWE and its directors and executive officers and certain employees may
be deemed to be participants in the solicitation of proxies from the
holders of common units with respect to the proposed transaction.
Information about MWE’s directors and executive officers is set forth in
the proxy statement for MWE’s 2015 Annual Meeting of Common Unitholders,
which was filed with the SEC on April 23, 2015 and MWE’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 and the supplement to the proxy
statement/prospectus dated November 17, 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 securities have changed since the amounts contained
in the definitive proxy statement filed by MWE, 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 MWE 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.
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 MWE 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 MWE’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 MWE’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 MWE 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 MWE and
MPLX; uncertainties and matters beyond the control of management; and
the other risks discussed in the periodic reports filed with the SEC,
including MWE’s and MPLX’s Annual Reports on Form 10-K for the year
ended December 31, 2014 and MWE’s Report on Form 10-Q for the quarter
ended September 30, 2015. These risks, as well as other risks associated
with MWE, 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 and the supplement to
the proxy statement/prospectus dated November 17, 2015. MWE 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 MWE or
MPLX or that MWE 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. MWE and MPLX do not
undertake any duty to update any forward-looking statement except as
required by law.
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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]