MarkWest Energy Partners’s $21 Billion Merger with MPLX‎

On July 13, 2015, MarkWest Energy Partners, L.P. and MPLX LP announced they have signed a definitive merger agreement whereby MarkWest would merge with, and become a wholly owned subsidiary of, MPLX. The combined companies are expected to have a combined market capitalization of $21 billion. Cravath is representing MarkWest in connection with this transaction.

The merger would be a unit‑for‑unit transaction, generally expected to be tax‑free, plus a one‑time cash payment to MarkWest unitholders, in which the common unitholders of MarkWest would receive 1.09 MPLX common units and a one‑time cash payment of approximately $3.37 per MarkWest common unit, for total consideration of $78.64 per MarkWest common unit, based on fully diluted units currently outstanding and the closing price of MPLX’s units on July 10, 2015. Marathon Petroleum Corporation, which is an affiliate of MPLX, is contributing the $675 million to fund the cash component of the merger consideration.

The Cravath team is led by partners Robert I. Townsend III and Richard Hall and includes associate Amanda R. Fenster on M&A matters; partners Andrew W. Needham and Christopher K. Fargo and associate Andrew T. Davis on tax matters; partner Eric W. Hilfers and associates Audry X. Casusol and Matthew J. Bobby on executive compensation and benefits matters; partner Matthew Morreale on environmental matters; and partners Christine A. Varney and Julie A. North on antitrust matters. Daniel S. Connelly also worked on M&A matters and Rachel J. Lamorte also worked on antitrust matters. Summer associate Ammanuel G. Gebeyehu also worked on M&A matters.