10. Equity

Equity Offerings

Our public equity offerings are summarized in the table below for the three and six months ended June 30, 2015 and 2014 (in millions):

	Three months ended June 30, 2015			Three months ended June 30, 2014			Six months ended June 30, 2015			Six months ended June 30, 2014
	Common units	Net Proceeds		Common units	Net Proceeds		Common units	Net Proceeds		Common units	Net Proceeds
September 2013 ATM (1)	—	$	—	—	$	—	—	$	—	4.2	$	272
March 2014 ATM (2)	—	—		7.0	440		—	—		7.0	440
November 2014 ATM (3)	0.6	40		—	—		0.6	40		—	—

Total	0.6	$	40	7.0	$	440	0.6	$	40	11.2	$	712

(1)

In September 2013, the Partnership entered into an Equity Distribution Agreement with a financial institution (the “2013 Manager”) that established an At the Market offering program (the “September 2013 ATM”) pursuant to which the Partnership could have sold from time to time through the 2013 Manager, as its sales agent, common units having an aggregate offering price of up to $1 billion. During the six months ended June 30, 2014, the Partnership incurred approximately $4 million in manager fees and other third-party expenses. The proceeds from sales were used to fund capital expenditures and for general Partnership purposes. The Partnership completed the September 2013 ATM on March 31, 2014.

(2)

In March 2014, the Partnership entered into an Equity Distribution Agreement with financial institutions (the “2014 Managers”) that established an At the Market offering program (the “March 2014 ATM”) pursuant to which the Partnership may sell from time to time through the 2014 Managers, as its sales agents, common units having an aggregate offering price of up to $1.2 billion. During the six months ended June 30, 2014, the Partnership incurred approximately $3.5 million in manager fees and other third-party expenses. The proceeds from sales were used to fund capital expenditures and for general Partnership purposes. The Partnership completed the March 2014 ATM in October 2014.

(3)

In November 2014, the Partnership entered into an Equity Distribution Agreement with financial institutions (the “November 2014 Managers”) that established an At the Market offering program (the “November 2014 ATM”) pursuant to which the Partnership may sell from time to time through the November 2014 Managers, as its sales agents, common units having an aggregate offering price of up to $1.5 billion. As of June 30, 2015, the Partnership has issued 3.1 million units receiving net proceeds of approximately $214 million under the November 2014 ATM.

All of the Partnership’s Class B units were issued to and are held by M&R MWE Liberty, LLC, an affiliate of EMG, as part of the Partnership’s December 31, 2011 acquisition of the non-controlling interest in MarkWest Liberty Midstream. Approximately four million Class B units converted to common units on July 1, 2015. The remaining Class B units will convert to common units on a one-for-one basis in two equal installments on July 1, 2016 and 2017. After the units are converted to common units, M&R MWE Liberty, LLC may sell common units as part of the November 2014 ATM program. See the voting agreement section of Note 17 for further information regarding the voting of M&R MWE Liberty, LLC’s common units with respect to the Merger Agreement (as defined in Note 17). Class B units converted to common units prior to the applicable record date will participate in the distributions relating to such date.

Distributions of Available Cash and Range of Unit Prices

	Common Unit Price				Distribution Per Common
Quarter Ended	High		Low		Unit		Declaration Date	Record Date	Payment Date
June 30, 2015	$	69.50	$	56.20	$	0.92	July 20, 2015	August 6, 2015	August 14, 2015
March 31, 2015	$	69.16	$	54.04	$	0.91	April 22, 2015	May 7, 2015	May 15, 2015
December 31, 2014	$	77.31	$	58.67	$	0.90	January 21, 2015	February 5, 2015	February 13, 2015