What is the primary purpose of this merger between MPLX and Andeavor Logistics (ANDX)?

The primary purpose is to consolidate MPC's midstream assets by merging Andeavor Logistics LP into MPLX LP. This aims to simplify MPC's overall corporate structure, enhance operational efficiencies, and potentially unlock synergies by integrating ANDX's logistics and infrastructure assets into the larger MPLX platform.

How will the merger affect current Andeavor Logistics (ANDX) unitholders?

Common unitholders of ANDX will receive 1.135 common units of MPLX for each ANDX common unit they hold. Holders of ANDX preferred units will receive substantially equivalent MPLX Series B Preferred Units. Certain units held by ANDX General Partner and affiliates will receive a slightly different exchange ratio.

What are the key conditions that need to be met for the merger to be completed?

Key conditions include the effectiveness of MPLX's registration statement on Form S-4, the approval of MPLX common units for listing on the NYSE, the absence of any governmental orders prohibiting the transaction, and the receipt of necessary tax opinions. The approval of ANDX unitholders via written consent is also a critical step.

What is the role of the Support Agreement in this transaction?

The Support Agreement ensures the merger will proceed by obligating the primary holders of ANDX common units (ANDX General Partner and Western Refining Southwest, Inc.), who collectively own approximately 64% of ANDX's outstanding units, to deliver written consents approving the merger, merger agreement, and related transactions.

MPC 8-K: Material Agreements

Summary

Marathon Petroleum Corporation (MPC) has filed an 8-K report detailing a significant merger agreement between its controlled master limited partnerships, MPLX LP (MPLX) and Andeavor Logistics LP (ANDX). Under this agreement, ANDX will merge with and into a wholly owned subsidiary of MPLX, with ANDX surviving as a subsidiary of MPLX. This transaction represents a consolidation of MPC's midstream assets, aiming to simplify its structure and potentially unlock synergies. The merger will involve an exchange of ANDX common units for MPLX common units at a specified ratio, and preferred units will be converted into equivalent MPLX preferred units. This strategic move is expected to streamline operations and enhance value for MPC's unitholders by integrating the logistics and infrastructure assets of ANDX into the larger MPLX platform. The company has secured necessary approvals from the conflicts committees of both ANDX and MPLX, and management believes the transaction is in the best interests of all parties involved. The completion of the merger is subject to customary closing conditions, including regulatory approvals and the effectiveness of MPLX's S-4 registration statement.

Key Highlights

1MPC's controlled entities, MPLX LP and Andeavor Logistics LP (ANDX), have entered into a Merger Agreement for ANDX to merge with and into a subsidiary of MPLX.
2The merger aims to consolidate MPC's midstream assets under the MPLX umbrella, simplifying corporate structure and potentially creating operational efficiencies.
3ANDX common unitholders (excluding certain affiliates) will receive 1.135 MPLX common units for each ANDX common unit.
4ANDX preferred units will be converted into substantially equivalent MPLX Series B Preferred Units.
5The transaction has received unanimous approval from the conflicts committees and boards of directors of both ANDX and MPLX.
6Key conditions for closing include the effectiveness of MPLX's S-4 registration statement, NYSE listing approval for MPLX common units, and absence of prohibitive governmental orders.
7A Support Agreement is in place, with ANDX General Partner and Western Refining Southwest, Inc. (holding approximately 64% of ANDX common units) agreeing to consent to the merger.

Marathon Petroleum Corp 8-K Report, Material Agreement (May 8, 2019)

Summary

Key Highlights

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