8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+4

Marathon Petroleum Corp 8-K Report, Agreement Terminated (Oct 1, 2018)

Filed October 1, 2018For Securities:MPC

Summary

Marathon Petroleum Corporation (MPC) has filed an 8-K report detailing the completion of its merger with Andeavor, which officially closed on September 30, 2018. This significant transaction involved the acquisition of Andeavor by MPC through a series of mergers. Andeavor shareholders had the option to receive either 1.87 shares of MPC common stock or $152.27 in cash per share, subject to proration. Preliminary figures indicate that MPC will issue approximately 240 million shares of its common stock and pay around $3.5 billion in cash to former Andeavor shareholders. The completion of the merger also resulted in MPC assuming Andeavor's outstanding senior notes, totaling approximately $3.375 billion. MPC had previously initiated exchange offers and consent solicitations to potentially replace these notes with MPC-issued debt and amend the associated indentures. Furthermore, the company has strengthened its liquidity by entering into new revolving credit agreements totaling $6 billion, replacing its previous credit facility. The report also announces strategic changes to MPC's Board of Directors to accommodate the integration of Andeavor.

Key Highlights

  • 1Completion of the merger between Marathon Petroleum Corporation (MPC) and Andeavor, effective September 30, 2018.
  • 2Andeavor shareholders could elect to receive MPC common stock (1.87 shares per Andeavor share) or $152.27 in cash per share, subject to proration.
  • 3MPC expects to issue approximately 240 million shares of its common stock and pay approximately $3.5 billion in cash for the acquisition.
  • 4MPC assumed approximately $3.375 billion in Andeavor's senior notes.
  • 5MPC entered into new credit agreements totaling $6 billion to ensure financial flexibility post-merger.
  • 6The MPC Board of Directors was expanded to include four new directors, and certain existing directors departed.
  • 7MPC amended its certificate of incorporation to increase authorized shares from one billion to two billion to facilitate the merger.

Frequently Asked Questions

This 8-K filing announces and provides details regarding the completion of the merger between Marathon Petroleum Corporation (MPC) and Andeavor. It covers key transactional elements, financial implications, and corporate governance changes resulting from the acquisition.

Andeavor shareholders had the option to receive either 1.87 shares of MPC common stock or $152.27 in cash for each share of Andeavor common stock they held, subject to certain proration and other limitations outlined in the merger agreement.

MPC has assumed approximately $3.375 billion in senior notes issued by Andeavor. To manage its liquidity, MPC also entered into new revolving credit agreements totaling $6 billion, replacing its prior credit facility.

Yes, the MPC Board of Directors increased its size to twelve members. Four new directors were appointed, including Edward G. Galante, Gregory J. Goff (who also took on an executive role), Kim K.W. Rucker, and Susan Tomasky. Two existing directors, Donna A. James and Frank M. Semple, departed the board, though Ms. James will serve as a board observer.