Summary
This 8-K filing from Marathon Petroleum Corp (MPC) on October 4, 2018, details the settlement of exchange offers related to MPC's acquisition of Andeavor, which closed on October 1, 2018. MPC successfully exchanged existing Andeavor senior notes for new MPC senior notes across various maturities and interest rates, totaling substantial principal amounts for each series. These new MPC notes are unsecured senior obligations, ranking equally with other senior unsecured debt of MPC but subordinated to subsidiary debt. The filing also provides details on the final results of Andeavor stockholders' cash/stock election for the merger. Due to an oversubscription of the stock consideration, stockholders who elected stock or made no election will receive approximately 87% of their shares in MPC common stock and the remainder in cash, along with cash in lieu of fractional shares. Stockholders who elected cash will receive a fixed cash amount per share. In aggregate, Andeavor stockholders are receiving approximately 239.8 million shares of MPC common stock and $3.485 billion in cash.
Key Highlights
- 1MPC completed exchange offers for Andeavor's senior notes on October 2, 2018, as part of the Andeavor acquisition.
- 2New MPC senior notes were issued in exchange for various series of existing Andeavor senior notes, with aggregate principal amounts issued for each series detailed.
- 3The New MPC Notes are unsecured senior obligations of MPC, ranking equally with other MPC senior unsecured debt, but are structurally subordinated to subsidiary debt.
- 4Andeavor stockholders' final cash/stock election results are detailed, with prorationing due to oversubscription of stock consideration.
- 5Andeavor stockholders electing stock or making no election receive approximately 87% of their shares in MPC stock and the remainder in cash.
- 6In total, Andeavor stockholders received approximately 239.8 million shares of MPC common stock and $3.485 billion in cash.
- 7MPC entered into a registration rights agreement to facilitate the registration of the New MPC Notes with the SEC.