MPLX issues $4.04 billion notes in exchange offers for MarkWest notes

By Angela McDaniels

Tacoma, Wash., Dec. 18 – MPLX LP received tenders for $4,036,374,000 of four series of notes issued by MarkWest Energy Partners, LP and MarkWest Energy Finance Corp., according to a press release.

An exchange offer for the notes began Nov. 19 and ended at 12:01 a.m. ET on Dec. 18.

MPLX conducted the exchange offers in connection with its acquisition of MarkWest, which was completed on Dec. 4.

Holders tendered

• $709,848,000 principal amount, or 94.65%, of MarkWest’s $750 million outstanding 5˝% senior notes due Feb. 15, 2023;

• $988,533,000 principal amount, or 98.85%, of its $1 billion outstanding 4˝% senior notes due July 15, 2023;

• $1,148,955,000 principal amount, or 99.91%, of its $1.15 billion outstanding 4 7/8% senior notes due Dec. 1, 2024; and

• $1,189,038,000 principal amount, or 99.09%, of its $1.2 billion outstanding 4 7/8% senior notes due June 1, 2025.

For each $1,000 principal amount of MarkWest notes tendered, holders will receive (a) an equal amount of new MPLX notes with the same coupon and maturity date as their respective MarkWest notes and (b) $1.00 in cash.

The cash payment totals $4,036,374.

The settlement date is expected to be Dec. 22.

Alongside the exchange offers, MarkWest solicited consents to proposed amendments to each of the indentures governing the existing MarkWest notes to eliminate some covenants, restrictive provisions and events of default.

Enough consents were received to make the amendments.

Each exchange offer and consent solicitation was conditioned upon the completion of the other exchange offers and consent solicitations, but MPLX could waive this condition at any time.

The Rule 144A and Regulation S exchange offers and consent solicitations were also conditioned upon the closing of the acquisition of MarkWest by MPLX.

Global Bondholder Services Corp. (866 924-2200 or 212 430-3774 for banks and brokers) is the exchange agent and information agent.

MPLX is a master limited partnership formed in 2012 by Marathon Petroleum Corp. to own, operate, develop and acquire pipelines and other midstream assets related to the transportation and storage of crude oil, refined products and other hydrocarbon-based products. The company is based in Findlay, Ohio.

MarkWest is a Denver-based company that gathers and transports natural gas, natural gas liquids and crude oil.

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