8-KRegulation FD

Marathon Petroleum Corp 8-K Report, Regulation FD Disclosure (Jun 15, 2020)

Filed June 15, 2020For Securities:MPC

Summary

Marathon Petroleum Corporation (MPC) filed an 8-K on June 15, 2020, to disclose an update regarding the planned separation of its retail transportation fuels and convenience store business, Speedway Inc. The company, through its subsidiary Speedway, has confidentially submitted a registration statement on Form 10 with the SEC. This filing is a step towards establishing Speedway as an independent, publicly traded entity. However, due to the significant impacts of the COVID-19 pandemic on market conditions, MPC is reassessing the timeline for this separation. The previously targeted fourth quarter of 2020 has been revised to early 2021. The separation is still contingent upon final approval from MPC's board of directors and the satisfaction of other customary conditions, highlighting ongoing uncertainties in executing this strategic move.

Key Highlights

  • 1Speedway Inc., a wholly owned subsidiary of MPC, has confidentially submitted a registration statement on Form 10 with the SEC for its planned separation.
  • 2The separation aims to create an independent, publicly traded company for MPC's retail transportation fuels and convenience store business.
  • 3The timeline for the Speedway separation has been revised from Q4 2020 to early 2021 due to COVID-19 pandemic impacts on market conditions.
  • 4The separation remains subject to final approval by MPC's board of directors.
  • 5Satisfaction or waiver of certain other customary conditions is also required for the separation to proceed.
  • 6MPC acknowledges the uncertainties and risks associated with forward-looking statements, particularly regarding the pandemic's impact and the separation's execution.
  • 7Information in this Item 7.01 is not considered 'filed' for certain SEC purposes, meaning it's primarily for disclosure rather than formal regulatory filing.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors that Marathon Petroleum Corporation (MPC), through its subsidiary Speedway Inc., has confidentially submitted a registration statement on Form 10 to the SEC, which is a step in the process of separating the Speedway retail business into a new, independent public company.

The timeline for the Speedway separation has been revised from the fourth quarter of 2020 to early 2021 primarily due to the impacts of the COVID-19 pandemic on market conditions. MPC is reassessing the optimal timing for this strategic move in light of the volatile economic environment.

No, the separation of Speedway is not guaranteed. It remains subject to final approval by MPC's board of directors, as well as the satisfaction or waiver of other customary conditions. The company also notes the inherent risks and uncertainties in forward-looking statements, especially concerning the pandemic's influence on the separation process.

A confidential submission means that MPC is currently able to file its Form 10 registration statement without making it publicly available immediately. This is often done to allow for SEC review and potential revisions before public disclosure, but it does not alter the fact that the separation process is underway and under consideration.