MarkWest Energy Partners, L.P. (NYSE: MWE) today announced that the
Board of Directors of the General Partner of MarkWest Energy Partners,
L.P., declared a cash distribution of $0.93 per common unit for the
third quarter of 2015, for an implied annual rate of $3.72 per common
unit. The third quarter 2015 distribution represents an increase of
$0.04 per common unit, or 4.5 percent, compared to the third quarter
2014 distribution and an increase of $0.01 per common unit, or 1.1
percent, compared to the second quarter 2015 distribution.
The third quarter 2015 distribution is payable November 13, 2015, to
unitholders of record on November 4, 2015. The ex-dividend date is
November 2, 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.
This press release is intended to be a qualified notice under Treasury
Regulation Section 1.1446-4(b). Brokers and nominees should treat one
hundred percent (100.0%) of MarkWest’s distributions to non-U.S.
investors as being attributable to income that is effectively connected
with a United States trade or business. Accordingly, MarkWest’s
distributions to non-U.S. investors are subject to federal income tax
withholding at the highest applicable effective tax rate.
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
Securities and Exchange Commission (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 preliminary joint proxy statement and
prospectus included in the registration statement on Form S-4 filed with
the Securities and Exchange Commission (the “SEC”) by MPLX on October 8,
2015. 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 preliminary joint proxy statement and a
prospectus. The Partnership and MPLX expect to file amendments to these
filings before they become effective. Investors and security holders are
urged to read all relevant documents filed with the SEC, including the
preliminary joint proxy statement and prospectus and any further
amendments thereto when they become available, because they will contain
important information about the proposed transaction. Investors and
security holders are able to obtain the documents and any further
amendments (once available) 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 investorrelations@markwest.com
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 preliminary joint
proxy statement filed by MPLX with the SEC on October 8, 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 preliminary joint proxy
statement filed by MPLX with the SEC on October 8, 2015, 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 preliminary
joint proxy statement and prospectus regarding the acquisition. These
documents and any further amendments (when available) 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.
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