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.