What was the main purpose of this 8-K filing?

The main purpose of this 8-K filing was to report the settlement of MPLX LP's exchange offers and consent solicitations for outstanding MarkWest Energy Partners' senior notes. This action was a key step in integrating MarkWest following its combination with MPLX and refinancing MarkWest's debt.

What types of debt did MPLX issue as part of these exchange offers?

MPLX issued new senior notes across four series: 5.500% Senior Notes due February 15, 2023; 4.500% Senior Notes due July 15, 2023; 4.875% Senior Notes due December 1, 2024; and 4.875% Senior Notes due June 1, 2025. These notes were exchanged for existing MarkWest notes and cash.

What are the implications of the 'change of control' provision in the new indentures?

The indentures for the new MPLX notes include a 'change of control' clause. If such an event occurs, MPLX is obligated to offer to repurchase all outstanding new notes at 101% of their principal amount, plus any accrued and unpaid interest. This provides a level of protection for noteholders in the event of a significant ownership change.

What happens if MPLX fails to register the new notes within the specified timeframe?

MPLX entered into a registration rights agreement to register the new notes. If the exchange offers are not consummated within 365 days of the settlement date, MPLX must pay special additional interest. This interest starts at 0.25% per annum of the principal amount for the first 90 days of default and increases to 0.50% per annum thereafter until the default is cured.

MPLX/MPLXP 8-K: Financial Events

Summary

This Form 8-K filing by MPLX LP on December 22, 2015, details the settlement of its previously announced exchange offers and consent solicitations related to the combination of MPLX and MarkWest Energy Partners, which closed on December 4, 2015. MPLX successfully exchanged a significant portion of MarkWest's outstanding senior notes for newly issued MPLX senior notes and cash. This action is a crucial step in integrating the two entities and refinancing MarkWest's debt under the MPLX structure. The filing outlines the principal amounts of new MPLX notes issued across four different series, maturing between 2023 and 2025, with coupon rates ranging from 4.500% to 4.875%. These new notes are unsecured senior obligations of MPLX. The report also details the terms of the indentures governing these new notes, including provisions for change of control, redemption options, and customary covenants. Additionally, a registration rights agreement was entered into to ensure the eventual registration of these notes with the SEC, with penalties for delays.

Key Highlights

1MPLX LP settled exchange offers for MarkWest Energy Partners' senior notes on December 22, 2015, following their combination.
2MPLX issued approximately $709.8 million of new 5.500% Senior Notes due 2023, $988.5 million of new 4.500% Senior Notes due 2023, $1,149.0 million of new 4.875% Senior Notes due 2024, and $1,189.0 million of new 4.875% Senior Notes due 2025.
3These newly issued MPLX notes are unsecured senior obligations and rank equally with other senior unsecured debt of MPLX.
4The exchange offers were made in connection with the combination of MarkWest and MPLX that closed on December 4, 2015.
5Indentures for the new MPLX notes include provisions for change of control, requiring a repurchase offer at 101% of principal plus accrued interest.
6MPLX has redemption options for the new notes, with varying terms and redemption prices based on time to maturity and "make whole" provisions.
7A registration rights agreement mandates MPLX to file an exchange offer registration statement within 180 days and have it declared effective within 255 days, with penalties (special additional interest) for delays in consummating the exchange offers.

MPLX LP 8-K Report, Financial Obligation (Dec 22, 2015)

Summary

Key Highlights

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