Marathon Petroleum Corp (Form: 8-K, Received: 11/17/2015 09:10:22)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________________________________

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 16, 2015

_____________________________________________

Marathon Petroleum Corporation

(Exact name of registrant as specified in its charter)

_____________________________________________




Delaware	001-35054	27-1284632
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)



539 South Main Street Findlay, Ohio		45840-3229
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(Former name or former address, if changed since last report)

_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01	Entry into a Material Definitive Agreement.

Merger Agreement Second Amendment

On July 11, 2015, MPLX LP (“MPLX”), MarkWest Energy Partners, L.P. (“MWE”), MPLX GP LLC, the general partner of MPLX (“MPLX GP”), Sapphire Holdco LLC, a wholly owned subsidiary of MPLX (“Merger Sub”) and, for certain limited purposes set forth in the Amended Merger Agreement (defined below), Marathon Petroleum Corporation, the indirect parent of MPLX and MPLX GP (“MPC”), entered into an agreement and plan of merger (the “Original Merger Agreement”), pursuant to which Merger Sub will merge with and into MWE, with MWE continuing as the surviving entity and becoming a wholly owned subsidiary of MPLX (the “Merger”). On November 10, 2015, MPLX, MPLX GP, MPC, MWE and Merger Sub entered into an amendment to the Original Merger Agreement (the “First Amendment”) pursuant to which the cash portion of the proposed merger consideration was increased from $675 million in the aggregate to $1,075 million. On November 16, 2015, MPLX, MPLX GP, MPC, MWE and Merger Sub entered into a second amendment to the Original Merger Agreement (the “Second Amendment”; and the Original Merger Agreement, as amended by the First Amendment and the Second Amendment, being referred to as the “Amended Merger Agreement”) pursuant to which the cash portion of the proposed merger consideration was increased to provide for total cash consideration in an aggregate amount of $6.20 per MWE common unit (including certain converted equity awards).

The Amended Merger Agreement provides that at the effective time of the Merger (the “Effective Time”), each MWE common unit (including certain converted equity awards) issued and outstanding as of immediately prior to the Effective Time will be converted into the right to receive (i) 1.090 common units of MPLX representing limited partner interests in MPLX and (ii) cash in an amount of $6.20 per MWE common unit. MPC will contribute approximately $1,280 million in cash to MPLX to pay the aggregate cash consideration to MWE unitholders, without receiving any new equity from MPLX in exchange. The Merger is subject to certain customary conditions, including approval by MWE unitholders.

The foregoing summary of the Second Amendment and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by the full text of the Second Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

As MPLX’s general partner, MPLX GP manages MPLX’s operations and activities through MPLX GP’s officers and directors. MPLX GP is an indirect wholly owned subsidiary of MPC. As a result, certain individuals serve as officers and directors of both MPLX GP and MPC. In addition, as of the date hereof, MPC holds, indirectly through its subsidiaries, 56,932,134 common units and 1,639,525 general partner units of MPLX, representing 70.9% of the MPLX common units representing limited partner interests and a 2% general partner interest in MPLX.



Item 8.01	Other Events.

On November 17, 2015, MPC issued a press release announcing the execution of the Second Amendment. A copy of the press release issued is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 8.01.



Item 9.01	Financial Statements and Exhibits.



Exhibit Number		Description


2.1		Amendment Number 2 to Agreement and Plan of Merger, dated as of November 16, 2015, by and among MPLX, MPLX GP, MPC, MWE and Merger Sub.
99.1		Press release dated November 17, 2015, issued by MPC.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	Marathon Petroleum Corporation


Date: November 17, 2015	By:	/s/ J. Michael Wilder
		Name: J. Michael Wilder
		Title: Vice President, General Counsel and Secretary



Exhibit Number		Description


2.1		Amendment Number 2 to Agreement and Plan of Merger, dated as of November 16, 2015, by and among MPLX, MPLX GP, MPC, MWE and Merger Sub.
99.1		Press release dated November 17, 2015, issued by MPC.

AMENDMENT NUMBER 2 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NUMBER 2 TO AGREEMENT AND PLAN OF MERGER, dated as of November 16, 2015 (this “ Amendment ”), is made by and among MarkWest Energy Partners, L.P., a Delaware limited partnership (the “ Partnership ”), MPLX LP, a Delaware limited partnership (“ Parent ”), MPLX GP LLC, a Delaware limited liability company and the general partner of Parent (“ Parent GP ”), solely for purposes of Section 5.15 of the Merger Agreement (defined below), Marathon Petroleum Corporation, a Delaware corporation and the ultimate parent of Parent GP (“ MPC ”), and Sapphire Holdco LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“ Merger Sub ” and, with MPC, Parent and Parent GP, the “ Parent Entities ”).

1. The Parent Entities and the Partnership are parties to that certain Agreement and Plan of Merger, dated as of July 11, 2015 (as amended, the “ Merger Agreement ”).

2. The Parent Entities and the Partnership are parties to that certain Amendment to Agreement and Plan of Merger, dated as of November 10, 2015.

3. Pursuant to Section 8.2 of the Merger Agreement, the Parent Entities and the Partnership desire to further amend the Merger Agreement as set forth herein.

4. Item 3 of Section 5.2(a)(i) of the Partnership Disclosure Schedule permitted the Partnership to issue equity and incur indebtedness subject to a 4.5x leverage ratio; provided that such equity issuance was not to exceed $1.0 billion in the aggregate.

5. All capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed thereto in the Merger Agreement.

6. In consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Amendment and the Merger Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

SECTION 1. Amendments To The Merger Agreement . The parties hereby agree to amend the Merger Agreement and the Partnership Disclosure Letter as follows:

(a) Section 2.1(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“Subject to Section 2.1(d) , Section 2.2(h) and Section 2.3 , (i) each Common Unit (including all Canceled Awards) issued and outstanding as of immediately prior to the Effective Time will be converted into the right to receive 1.09 (the “ Common Unit Equity Consideration” and such ratio the “ Exchange Ratio ”) Parent Units and cash in an amount of $6.20 per Common Unit (including all Canceled Awards) (the “ Cash Consideration ”, and together with the Common Unit Equity Consideration, the “ Common Merger Consideration ”), (ii) each Class A Unit issued and outstanding as

of immediately prior to the Effective Time will be converted into the right to receive (x) 1.09 Parent Class A Units plus (y) the number of Parent Class A Units equal to a fraction, the numerator of which is the Fully Diluted Cash Consideration and the denominator of which is the closing trading price of Parent Units on the trading day immediately preceding the Closing Date (the “ Class A Consideration ” and such ratio the “ Class A Exchange Ratio ”) and (iii) each Class B Unit issued and outstanding as of immediately prior to the Effective Time will be converted into the right to receive 1 Parent Class B Unit (the “ Class B Consideration ” and such ratio, the “ Class B Exchange Ratio ”). As used in this Agreement, “ Fully Diluted Cash Consideration ” means a fraction, the numerator of which is the aggregate dollar amount obtained by multiplying the Cash Consideration by the sum of (x) the number of Common Units (including all Canceled Awards) plus (y) the number of Class B Units, in each case outstanding immediately prior to the Effective Time, and the denominator of which is the number of Common Units (including all Canceled Awards) plus the number of Class A Units plus the number of Class B Units, in each case outstanding immediately prior to the Effective Time.”

(b) Item 3 of Section 5.2(a)(i) of the Partnership Disclosure Schedule is hereby amended by adding the following proviso at the end thereof:

“; provided further that, notwithstanding the foregoing, the Partnership shall not issue equity pursuant to this Item 3 of this Section 5.2(a)(i) from and after November 13, 2015 without the prior consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned).”

SECTION 2 . Effectiveness of Amendment . Upon the execution and delivery of this Amendment, the Merger Agreement will thereupon be deemed to be amended as hereinabove set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the Merger Agreement, and this Amendment and the Merger Agreement will henceforth respectively be read, taken and construed as one and the same instrument.

SECTION 3. Reaffirmation by the Parent Entities . Parent hereby makes and reaffirms the representations and warranties contained in Section 4.2(e) and Section 4.17 of the Merger Agreement, and MPC hereby reaffirms the covenants set forth in Section 5.15(b) of the Merger Agreement, after giving effect to the amendments effected pursuant to Section 1 hereof.

SECTION 4. Partnership Authority Relative to Amendment . The Partnership has all requisite power and authority to execute and deliver this Amendment and to consummate the transactions contemplated hereby, subject to obtaining the Partnership Unitholder Approval. The execution, delivery and performance by the Partnership of this Amendment, and the transactions contemplated hereby, have been duly authorized and approved by the General Partner, which, at a meeting duly called and held, has (i) approved and declared advisable this Amendment and the transactions contemplated hereby and (ii) resolved to submit the Merger Agreement, as amended by this Amendment, to a vote of the Limited Partners of the Partnership and to recommend approval of the Merger Agreement, as amended by this Amendment, by the Limited Partners of the Partnership, and except for obtaining the Partnership Unitholder Approval for the approval of the Merger Agreement, as amended by this Amendment, and consummation of the transactions contemplated hereby, no other partnership action on the part of the Partnership is necessary to authorize the execution, delivery and performance by the Partnership of this Amendment and the consummation of the transactions contemplated hereby. This Amendment

has been duly executed and delivered by the Partnership and, assuming due authorization, execution and delivery, of this Amendment by the other parties hereto, constitutes a legal, valid and binding obligation of the Partnership, enforceable against it in accordance with its terms.

SECTION 5. Parent Entities Authority Relative to Amendment . Each of the Parent Entities has all requisite power and authority to execute and deliver this Amendment and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Parent Entities of this Amendment, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by Merger Sub and Parent, as its sole member, by Parent GP, for itself and on behalf of Parent, and by MPC and no other entity action on the part of the Parent Entities is necessary to authorize the execution, delivery and performance by the Parent Entities of this Amendment and the consummation of the transactions contemplated hereby. This Amendment has been duly executed and delivered by the Parent Entities and, assuming due authorization, execution and delivery of this Amendment by the Partnership, constitutes a legal, valid and binding obligation of each of the Parent Entities, enforceable against each of them in accordance with its terms.

SECTION 6. References to the Merger Agreement . After giving effect to this Amendment, each reference in the Merger Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment, and all references in the Parent Disclosure Letter and the Partnership Disclosure Letter to “the Agreement” shall refer to the Merger Agreement as amended by this Amendment.

SECTION 7. Construction . Except as expressly provided in this Amendment, all references in the Merger Agreement, the Parent Disclosure Letter and the Partnership Disclosure Letter to “the date hereof” and “the date of this Agreement” or words of like import shall refer to July 11, 2015.

SECTION 8 . General Provisions .

(a) Miscellaneous . Sections 8.1 through 8.10 and Section 8.12 of the Merger Agreement are incorporated by reference into this Amendment and will apply to the Parent Entities and the Partnership mutatis mutandis .

(b) Agreement in Effect . Except as specifically provided for in this Amendment, the Merger Agreement will remain unmodified and in full force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.



	PARENT:

	MPLX LP

	By:	MPLX GP LLC,
		its general partner

	By:	/s/ G.R. Heminger
	Name:	G.R. Heminger
	Title:	Chairman and Chief Executive Officer


	PARENT GP:

	MPLX GP LLC

	By:	/s/ G.R. Heminger
	Name:	G.R. Heminger
	Title:	Chairman and Chief Executive Officer


	MERGER SUB:

	SAPPHIRE HOLDCO LLC

	By:	/s/ P.K.M. Beall
	Name:	P.K.M. Beall
	Title:	President


	MPC:

	MARATHON PETROLEUM CORPORATION

	By:	/s/ G.R. Heminger
	Name:	G.R. Heminger
	Title:	President and Chief Executive Officer

[Signature Page to Amendment Number 2 to Merger Agreement]




	PARTNERSHIP:

	MARKWEST ENERGY PARTNERS, L.P.,

	By:	MARKWEST ENERGY GP, L.L.C.,
		its general partner

	By:	/s/ Frank M. Semple
	Name:	Frank M. Semple
	Title:	Chairman, President and Chief Executive Officer

[Signature Page to Amendment Number 2 to Merger Agreement]

Marathon Petroleum Corporation Further Increases Cash Consideration for MPLX/MarkWest Combination

• Increases one-time cash payment to $6.20 per unit on a best and final basis

• Three of MarkWest’s largest unitholders agree to support transaction

• Unitholder vote scheduled for Dec. 1, 2015

FINDLAY, Ohio, Nov. 17, 2015 - Marathon Petroleum Corporation (NYSE: MPC) today announced that in connection with the combination of MPLX LP (NYSE: MPLX), MPC’s midstream master limited partnership, and MarkWest Energy Partners, L.P. (NYSE: MWE), MPC will further increase the amount of the one-time cash consideration contributed to MPLX and payable to MarkWest common unitholders to $6.20 per unit, up from the cash consideration previously announced on Nov. 10, 2015, of approximately $5.21 per unit. This cash consideration represents a significant enhancement to the initial July 13, 2015, offer, which was approximately $3.37 per unit. Under the revised terms of the merger agreement, 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, 2015.

Three of MarkWest’s largest unitholders, Kayne Anderson Capital Advisors, L.P., Tortoise Capital Advisors, L.L.C., and, as previously announced, The Energy & Minerals Group, which cumulatively represent more than 15 percent 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 strongly support the transaction and its revised terms.

“We are pleased that three of MarkWest’s top unitholders have agreed to support the combination and vote in favor of this revised offer,” said Gary R. Heminger, MPC president and chief executive officer. “We look forward to consummating this transaction and delivering on the significant opportunities of the combined partnership.”

The transaction is subject to approval by MarkWest unitholders and to customary closing conditions, and 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.

About Marathon Petroleum Corporation

MPC is the nation's fourth-largest refiner, with a crude oil refining capacity of approximately 1.7 million barrels per calendar day in its seven-refinery system. Marathon brand gasoline is sold through approximately 5,600 independently owned retail outlets across 19 states. In addition, Speedway LLC, an MPC subsidiary, owns and operates the nation's second-largest convenience store chain, with approximately 2,760 convenience stores in 22 states. MPC also owns, leases or has ownership interests in approximately 8,300 miles of pipeline. Through subsidiaries, MPC owns the general partner of MPLX LP, a midstream master limited partnership. MPC's fully integrated system provides operational flexibility to move crude oil, feedstocks and petroleum-related products efficiently through the company's distribution network in the Midwest, Southeast and Gulf Coast regions. For additional information about the company, please visit our website at http://www.marathonpetroleum.com.

Investor Relations Contacts:

Geri Ewing (419) 421-2071

Teresa Homan (419) 421-2965

Chuck Rice (419) 421-2521

Forward-looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws regarding Marathon Petroleum Corporation (“MPC”), MPLX LP (“MPLX”), and MarkWest Energy, L.P. (“MWE”). These forward-looking statements relate to, among other things, expectations, estimates and projections concerning the business and operations of MPC, MPLX, and MWE. You can identify forward-looking statements by words such as “anticipate,” “believe,” “estimate,” "objective," “expect,” “forecast,” "guidance," “imply”, "plan," “project,” "potential," “could,” “may,” “should,” “would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the companies’ control and are difficult to predict. In addition to other factors described herein that could cause MPLX’s results to differ materially from those implied in these forward-looking statements, negative capital market conditions, including a persistence or increase of the current yield on common units, which is higher than historical yields, could adversely affect MPLX’s ability to meet its distribution growth guidance, particularly with respect to the later years of such guidance. Factors that could cause MPC’s actual results to differ materially from those implied in the forward-looking statements include: risks described below relating to the MPLX/MWE proposed merger; changes to the expected construction costs and timing of pipeline projects; volatility in and/or degradation of market and industry conditions; the availability and pricing of crude oil and other feedstocks; slower growth in domestic and Canadian crude supply; an easing or lifting of the U.S. crude oil export ban; completion of pipeline capacity to areas outside the U.S. Midwest; consumer demand for refined products; transportation logistics; the reliability of processing units and other equipment; MPC’s ability to successfully implement growth opportunities; modifications to MPLX earnings and distribution growth objectives; federal and state environmental, economic, health and safety, energy and other policies and regulations; changes to MPC’s capital budget; other risk factors inherent to MPC’s industry; and the factors set forth under the heading "Risk Factors" in MPC's Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with Securities and Exchange Commission (SEC). Factors that could cause MPLX's actual results to differ materially from those in the forward-looking statements include: the ability to complete the proposed merger of MPLX and MWE on anticipated terms and timetable; the ability to obtain approval of the transaction by the unitholders of MWE and satisfy other conditions to the closing of the transaction contemplated by the merger agreement; risk that the synergies from the MPLX/MWE transaction may not be fully realized or may take longer to realize than expected; disruption from the MPLX/MWE transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of MWE or MPLX, as applicable; the adequacy of MPLX's and MWE's respective capital resources and liquidity, including, but not limited to, availability of sufficient cash flow to pay distributions, and the ability to successfully execute their business plans and implement their growth strategies; the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products; volatility in and/or degradation of market and industry conditions; completion of pipeline capacity by competitors; disruptions due to equipment interruption or failure, including electrical shortages and power grid failures; the suspension, reduction or termination of MPC's obligations under MPLX’s commercial agreements; each company’s ability to successfully implement its growth plan, whether through organic growth or acquisitions; modifications to earnings and distribution growth objectives; federal and state environmental, economic, health and safety, energy and other policies and regulations; changes to MPLX’s capital budget; other risk factors inherent to MPLX or MWE’s industry; and the factors set forth under the heading "Risk Factors" in MPLX's Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with the SEC; and the factors set forth under the heading "Risk Factors" in MWE's Annual Report on Form 10-K for the year ended Dec. 31, 2014, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC. These risks, as well as other risks associated with MPLX, MWE 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, as supplemented. In addition, the forward-looking statements included herein could be affected by general domestic and international economic and political conditions. Unpredictable or unknown factors not discussed here, in MPC's Form 10-K, in MPLX’s Form 10-K, or in MWE’s Form 10-K could also have material adverse effects on forward-looking statements. Copies of MPC's Form 10-K are available on the SEC website, MPC's website at http://ir.marathonpetroleum.com or by contacting MPC's Investor Relations office.

Copies of MPLX's Form 10-K are available on the SEC website, MPLX's website at http://ir.mplx.com or by contacting MPLX's Investor Relations office. Copies of MWE’s Form 10-K are available on the SEC website, MWE’s website at http://investor.markwest.com or by contacting MWE’s Investor Relations office.