8-KOther EventsExhibits & Filings

Marathon Petroleum Corp 8-K Report, Corporate Update (Jul 3, 2018)

Filed July 3, 2018For Securities:MPC

Summary

Marathon Petroleum Corporation (MPC) has announced a significant step forward in its proposed merger with Andeavor (ANDV). On July 3, 2018, both companies confirmed that the U.S. Hart-Scott-Rodino (HSR) Act waiting period has expired, and necessary regulatory clearance has been obtained in Canada. These developments represent crucial milestones, satisfying key conditions required for the transaction to close. The companies reiterate their expectation for the merger to be completed in the second half of 2018, contingent upon customary closing conditions, including stockholder approvals. This update is primarily focused on regulatory progress, providing investors with positive confirmation that a major hurdle in the acquisition process has been cleared. While the transaction is moving forward, investors should remain aware that shareholder approvals and other closing conditions still need to be met. MPC and Andeavor have also outlined where additional information regarding the merger, including proxy statements and prospectuses, can be found, emphasizing the importance of these documents for detailed understanding.

Key Highlights

  • 1MPC and Andeavor have received necessary regulatory clearance for their proposed merger, with the expiration of the U.S. Hart-Scott-Rodino (HSR) Act waiting period.
  • 2The companies have also obtained the required regulatory approval from Canada for the transaction.
  • 3These regulatory approvals satisfy key conditions precedent to the closing of the merger.
  • 4The expected closing of the transaction remains in the second half of 2018.
  • 5Closing of the merger is still subject to customary conditions, including stockholder approvals from both MPC and Andeavor.
  • 6A joint press release dated July 3, 2018, details these updates.
  • 7Investors are encouraged to review the Form S-4 registration statement and related filings for important information about the transaction.

Frequently Asked Questions

The main update is that MPC and Andeavor have received expiration of the U.S. Hart-Scott-Rodino (HSR) Act waiting period and necessary regulatory clearance in Canada. These are significant steps that fulfill key conditions for the merger to proceed.

The companies continue to expect the transaction to close in the second half of 2018, subject to the satisfaction of customary closing conditions, including stockholder approvals.

Yes, while regulatory approvals are progressing, the merger is still contingent upon customary closing conditions, which include obtaining approvals from the stockholders of both MPC and Andeavor, among other conditions.

Investors and security holders can find important information in the Form S-4 registration statement filed by MPC with the SEC, which includes a preliminary joint proxy statement/prospectus. This document and other relevant filings can be accessed on the SEC's website (www.sec.gov) or the respective companies' investor relations pages.