8-KMaterial AgreementsSecurities & ListingShareholder Matters+2

MPLX LP 8-K Report, Material Agreement (May 16, 2016)

Filed May 16, 2016For Securities:MPLXMPLXP

Summary

This 8-K filing from MPLX LP details the closing of a private placement for approximately $984 million in Series A Convertible Preferred Units. The issuance of these preferred units, sold at $32.50 each to investment vehicles managed by Stonepeak Infrastructure Partners, Magnetar Capital, Kayne Anderson Capital Advisors, and The Energy & Minerals Group, was completed on May 13, 2016. This capital infusion is significant for the partnership's financial position and future strategic initiatives. Furthermore, the filing outlines the execution of a Registration Rights Agreement. This agreement grants the purchasers the right to have their preferred units and the common units issuable upon conversion registered for resale. MPLX LP is obligated to file a registration statement by May 13, 2019, with potential penalties if this deadline is missed. The company also amended its Limited Partnership Agreement to incorporate the terms of the preferred units and other related changes, establishing their rights, preferences, and privileges which are senior to common unitholders.

Key Highlights

  • 1MPLX LP closed a private placement of approximately 30.8 million Series A Convertible Preferred Units for gross proceeds of approximately $984 million ($32.50 per unit).
  • 2The private placement was made to investment vehicles managed by Stonepeak Infrastructure Partners, Magnetar Capital, Kayne Anderson Capital Advisors, and The Energy & Minerals Group.
  • 3The issuance of Preferred Units was effective on May 13, 2016.
  • 4A Registration Rights Agreement was entered into, requiring MPLX to file a registration statement for the resale of preferred and common units by May 13, 2019, with liquidated damages for failure to do so.
  • 5Holders of registered securities may have piggyback registration rights and the right to request up to five Underwritten Offerings of common units.
  • 6MPLX amended its Limited Partnership Agreement to set forth the rights, preferences, and privileges of the Series A Preferred Units, which are senior to common units.
  • 7The private placement was conducted under Section 4(a)(2) of the Securities Act of 1933, indicating an unregistered sale of equity securities.

Frequently Asked Questions