In connection with the anticipated combination of MPLX LP (NYSE: MPLX) and MarkWest Energy Partners LP (NYSE: MWE), Marathon Petroleum Corp. (NYSE: MPC) has agreed to further increase the amount of the one-time cash consideration payable to MarkWest common unitholders to $6.20 per unit, up from the cash consideration previously announced on Nov. 10, of approximately $5.21 per unit.
This cash consideration represents a significant enhancement to the initial July 13 offer, which was approximately $3.37 per unit. Under the revised terms of the merger agreement announced today, 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.
Three of MarkWest’s largest unitholders, Kayne Anderson Capital Advisors LP, Tortoise Capital Advisors LLC, and, as previously announced, The Energy & Minerals Group, which cumulatively represent more than 15% 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 support the transaction and its revised terms.
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. The date of the special meeting of MarkWest common unitholders is Dec. 1. MarkWest unitholders of record as of Oct. 5 will be entitled to vote on approval of the merger and the associated proposals.