Subsequent Event	6 Months Ended
Jun. 30, 2015
Subsequent Event.
Subsequent Event	17. Subsequent Event Merger Agreement On July 11, 2015, the Partnership entered into the Merger Agreement with MPLX, MPLX GP, Merger Sub, and, for certain limited purposes set forth in the Merger Agreement, MPC. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Partnership (the “Merger”), with the Partnership surviving the Merger as a wholly owned subsidiary of MPLX. After the Merger, the Partnership’s common units will cease to be publicly traded. Under the Merger Agreement, MPC will contribute $675 million to MPLX, without receiving any new equity in exchange, and, at the effective time of the Merger (the “Effective Time”), (a) each outstanding Partnership common unit (the “Common Units”) will be converted into the right to receive 1.09 MPLX common units (the “MPLX Common Units” and, such consideration, the “Common Equity Consideration”) and an amount in cash obtained by dividing (i) $675 million by (ii) the number of Common Units plus the number of Canceled Awards (as defined below) plus the number of Partnership Class B units (the “Class B Units”), in each case outstanding as of immediately prior to the Effective Time (together with the Common Equity Consideration, the “Common Merger Consideration”) and (b) each outstanding Class B Unit will be converted into the right to receive one MPLX Class B unit (the “MPLX Class B Units”). Under the Merger Agreement, at the Effective Time, the Partnership Class A units, all of which are owned by wholly owned subsidiaries of the Partnership, will be converted into a specified number of MPLX Class A units, as more fully described in the Merger Agreement. As a result of the Merger, each phantom unit under the Partnership’s equity plans outstanding immediately prior to the Effective Time will become fully vested and converted into an equivalent number of Common Units, which will be canceled and converted into the right to receive the Common Merger Consideration (the “Canceled Awards”). As of the Effective Time, each DER award will be canceled and the holder thereof will cease to have any rights with respect thereto, other than the right to receive distributions declared or made (but not yet paid) by the Partnership prior to the Effective Time. The payments pursuant to this paragraph are subject to any applicable withholding taxes. The completion of the Merger is subject to certain customary conditions, including (a) the approval of the Merger Agreement by the Partnership’s unitholders entitled to vote thereon, (b) the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvement Act of 1976, as amended, (c) the effectiveness of the registration statement filed by MPLX with respect to the Merger and the Common Equity Consideration and (d) the approval of the MPLX Common Units comprising the Common Equity Consideration for listing on the New York Stock Exchange. Each of the Partnership’s and MPLX’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to specified standards, the accuracy of the representations and warranties of the other party and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement. The Merger Agreement contains customary representations and warranties from both the Partnership and MPLX, and also contains customary pre-closing covenants, including covenants requiring each of them to use their respective reasonable best efforts to cause the Merger to be consummated, and covenants requiring the Partnership and MPLX, subject to certain exceptions, to carry on their respective businesses in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the closing of the Merger. The Merger Agreement generally requires the Partnership and the MPLX Entities to use their reasonable best efforts to resolve objections under any antitrust law. The Merger Agreement also contains a “no shop” provision that, in general, restricts the Partnership’s ability to solicit third-party acquisition proposals or provide information to or engage in discussions or negotiations with third parties that have made or that might make an acquisition proposal. The no shop provision is subject to certain limited exceptions that allow the Partnership, under certain circumstances and in compliance with certain obligations, to provide information and participate in discussions and negotiations with respect to unsolicited third-party acquisition proposals that would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement). The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under specified circumstances, including, but not limited to, a change in the recommendation of the General Partner of the Partnership, the Partnership will pay MPLX a cash termination fee of $625 million. Under the Merger Agreement, the Partnership, MPC and the MPLX Entities have agreed that, prior to the closing of the Merger, (a) MPLX GP will increase the size of its board of directors and two directors identified by the Partnership will be appointed to such board of directors and (b) one director identified by the Partnership will be appointed to the board of directors of MPC, in each case effective immediately following the closing of the Merger. In addition, certain of the Partnership’s executive officers will retain their titles and become executive officers of MPLX GP and MPC, as the case may be. Voting Agreement On July 11, 2015, and in connection with the execution of the Merger Agreement, M&R MWE Liberty, LLC, which holds 7,352,691 Common Units (representing approximately 3.84% of the outstanding Common Units as of July 29, 2015), entered into a Voting Agreement with the MPLX Entities (the “Voting Agreement”), pursuant to which such holder has agreed, among other things, to vote (or cause to be voted) all Common Units owned by such holder in favor of approving the Merger Agreement. The Voting Agreement shall terminate upon termination of the Merger Agreement, and certain other specified events. Lock-Up Agreement On July 11, 2015, and in connection with the execution of the Merger Agreement, EMG Utica, Utica Condensate, the MPLX Entities, the Partnership and M&R MWE Liberty, L.L.C. entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which the parties thereto have agreed, among other things, not to convert any Class B Units into Common Units in connection with the Merger and that certain transfer restrictions will apply, during the six-month period following consummation of the Merger, to the MPLX Common Units that the holders of Class B Units will receive as Common Merger Consideration for its Common Units. The MPLX Class B Units will have substantially similar rights and obligations, including registration rights, as those applicable to the Class B Units, other than there will be no restrictions on the MPLX Common Units into which such MPLX Class B Units are convertible. The MPLX Class B Units will be convertible into the Common Merger Consideration on July 1, 2016 and July 1, 2017.

17. Subsequent Event

Merger Agreement

On July 11, 2015, the Partnership entered into the Merger Agreement with MPLX, MPLX GP, Merger Sub, and, for certain limited purposes set forth in the Merger Agreement, MPC.

Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Partnership (the “Merger”), with the Partnership surviving the Merger as a wholly owned subsidiary of MPLX. After the Merger, the Partnership’s common units will cease to be publicly traded.

Under the Merger Agreement, MPC will contribute $675 million to MPLX, without receiving any new equity in exchange, and, at the effective time of the Merger (the “Effective Time”), (a) each outstanding Partnership common unit (the “Common Units”) will be converted into the right to receive 1.09 MPLX common units (the “MPLX Common Units” and, such consideration, the “Common Equity Consideration”) and an amount in cash obtained by dividing (i) $675 million by (ii) the number of Common Units plus the number of Canceled Awards (as defined below) plus the number of Partnership Class B units (the “Class B Units”), in each case outstanding as of immediately prior to the Effective Time (together with the Common Equity Consideration, the “Common Merger Consideration”) and (b) each outstanding Class B Unit will be converted into the right to receive one MPLX Class B unit (the “MPLX Class B Units”). Under the Merger Agreement, at the Effective Time, the Partnership Class A units, all of which are owned by wholly owned subsidiaries of the Partnership, will be converted into a specified number of MPLX Class A units, as more fully described in the Merger Agreement.

As a result of the Merger, each phantom unit under the Partnership’s equity plans outstanding immediately prior to the Effective Time will become fully vested and converted into an equivalent number of Common Units, which will be canceled and converted into the right to receive the Common Merger Consideration (the “Canceled Awards”). As of the Effective Time, each DER award will be canceled and the holder thereof will cease to have any rights with respect thereto, other than the right to receive distributions declared or made (but not yet paid) by the Partnership prior to the Effective Time. The payments pursuant to this paragraph are subject to any applicable withholding taxes.

The completion of the Merger is subject to certain customary conditions, including (a) the approval of the Merger Agreement by the Partnership’s unitholders entitled to vote thereon, (b) the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvement Act of 1976, as amended, (c) the effectiveness of the registration statement filed by MPLX with respect to the Merger and the Common Equity Consideration and (d) the approval of the MPLX Common Units comprising the Common Equity Consideration for listing on the New York Stock Exchange. Each of the Partnership’s and MPLX’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to specified standards, the accuracy of the representations and warranties of the other party and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement.

The Merger Agreement contains customary representations and warranties from both the Partnership and MPLX, and also contains customary pre-closing covenants, including covenants requiring each of them to use their respective reasonable best efforts to cause the Merger to be consummated, and covenants requiring the Partnership and MPLX, subject to certain exceptions, to carry on their respective businesses in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the closing of the Merger. The Merger Agreement generally requires the Partnership and the MPLX Entities to use their reasonable best efforts to resolve objections under any antitrust law.

The Merger Agreement also contains a “no shop” provision that, in general, restricts the Partnership’s ability to solicit third-party acquisition proposals or provide information to or engage in discussions or negotiations with third parties that have made or that might make an acquisition proposal. The no shop provision is subject to certain limited exceptions that allow the Partnership, under certain circumstances and in compliance with certain obligations, to provide information and participate in discussions and negotiations with respect to unsolicited third-party acquisition proposals that would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement).

The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under specified circumstances, including, but not limited to, a change in the recommendation of the General Partner of the Partnership, the Partnership will pay MPLX a cash termination fee of $625 million.

Under the Merger Agreement, the Partnership, MPC and the MPLX Entities have agreed that, prior to the closing of the Merger, (a) MPLX GP will increase the size of its board of directors and two directors identified by the Partnership will be appointed to such board of directors and (b) one director identified by the Partnership will be appointed to the board of directors of MPC, in each case effective immediately following the closing of the Merger. In addition, certain of the Partnership’s executive officers will retain their titles and become executive officers of MPLX GP and MPC, as the case may be.

Voting Agreement

On July 11, 2015, and in connection with the execution of the Merger Agreement, M&R MWE Liberty, LLC, which holds 7,352,691 Common Units (representing approximately 3.84% of the outstanding Common Units as of July 29, 2015), entered into a Voting Agreement with the MPLX Entities (the “Voting Agreement”), pursuant to which such holder has agreed, among other things, to vote (or cause to be voted) all Common Units owned by such holder in favor of approving the Merger Agreement. The Voting Agreement shall terminate upon termination of the Merger Agreement, and certain other specified events.

Lock-Up Agreement

On July 11, 2015, and in connection with the execution of the Merger Agreement, EMG Utica, Utica Condensate, the MPLX Entities, the Partnership and M&R MWE Liberty, L.L.C. entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which the parties thereto have agreed, among other things, not to convert any Class B Units into Common Units in connection with the Merger and that certain transfer restrictions will apply, during the six-month period following consummation of the Merger, to the MPLX Common Units that the holders of Class B Units will receive as Common Merger Consideration for its Common Units. The MPLX Class B Units will have substantially similar rights and obligations, including registration rights, as those applicable to the Class B Units, other than there will be no restrictions on the MPLX Common Units into which such MPLX Class B Units are convertible. The MPLX Class B Units will be convertible into the Common Merger Consideration on July 1, 2016 and July 1, 2017.