MPLX and MarkWest Strategic Combination July 13, 2015
Additional Information Non-GAAP Financial Measures Adjusted EBITDA and Net Operating Margin are non-GAAP financial measures provided in this presentation. Reconciliation to the nearest GAAP financial measure is included in the Appendix…
Powerful Strategic Combination Creates a large-cap, diversified MLP with a very attractive distribution growth profile for an extended period of time MPLX affirms 2015 anticipated distribution growth guidance of 29% Combined…
Transaction Structure and Terms Combination of MWE and MPLX in a generally tax-free unit-for-unit transaction, plus a one-time Transaction cash payment to MWE unitholders Structure Fixed exchange ratio MWE common unitholders will…
Pro Forma Organizational Structure Pro Forma Organizational Structure MWE will operate as a standalone business within MPLX: MPC Existing MWE leadership will become executive officers at 19% LP Public MPLX in roles similar to…
MWE Has the Premier Position in Marcellus / Utica Second largest natural gas processor and the fourth largest fractionator of NGLs in the U.S. Extensive long-term producer partnerships with Marcellus & Utica area dedications of 7.7…
Growth Driven by Customer Satisfaction MarkWest has received the 1 rating for total customer satisfaction in every EnergyPoint Research survey since its inception in 2006 8
Strategic Geographic Footprint MPC Refineries Light Product Terminals MPC Owned and Part-Owned Third Party Asphalt/Heavy Oil Terminals MPC Owned Third Party Water Supplied Terminals Coastal Inland Pipelines MPC Owned and…
Significant Joint Growth Opportunities Leverages the combined assets and collective expertise Gas processing / fractionation Stabilizers, splitters, pipelines, terminals, trucks, barges and refineries Complementary Integration…
Significant Integration Opportunities The combination provides Gas Processing (Marcellus and Gas Stabilizer (Ohio Condensate) NGL & Condensate Supply Condensate significant vertical Utica) Gathering from Marcellus / Utica…
Access to Robust Inventory of Drop-downs 1.6 B of MLP-Eligible EBITDA at MPC 5,400 miles of additional crude and products pipelines Owns, leases or has an ownership interest in these pipelines Pipelines 0.5% of MPLX Pipe Line Holdings…
Combination Benefits All Equity Owners Very attractive premium of 32% based on 7/10/15 closing price of MPLX units; 30% based on MWEs 30-day VWAP1 Combined entity will have peer leading distribution growth Cash consideration…
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Strategic Highlights Combines a leading natural gas gatherer, processor, and NGL fractionator with a rapidly-growing Significant downstream / logistics company in the crude oil and refined product business Operational Diversification…
Proven Track Record of Delivering Results Distribution Since IPO1 4.00 264% distribution growth since IPO (11% CAGR) 3.50 Adjusted EBITDA has grown 160% from 2010 - 2014 3.00 Invested 11.3 B of aggregate capex from 2.50 /…
Increased Size, Diversity and Stability MWE Pro Forma MPLX MPLX MarkWest Pro Forma MPLX LP Equity Value (B) 6 1 16 2 21 3 Net Debt (B) 1 4 5 Enterprise Value (B)4 6 1 20 2 26 3 2015E Adjusted 275 925-1,025 1,200-1,300…
Overview of the Transaction Transaction Summary Implied MWE Valuation Transaction is a 100% equity for equity exchange from Equity Consideration: MPLX's perspective Exchange Ratio 1.09x MPLX LP Unit Price (as of 7/10/15) 69.05 MPLX…
Adjusted EBITDA Reconciliations from Net Income Pro Forma MPLX MWE MPLX (MM) 2015E 2015E 2015E Net income 200 147 347 Less: Net income attributable to MPC-retained interest 1 - 1 Net income attributable to MPLX LP 199 147 346 Plus:…
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