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

This 8-K filing announces that MPLX LP has entered into a material definitive agreement to acquire Andeavor Logistics LP (ANDX) through a merger. It outlines the terms of the merger, the exchange ratios for common and preferred units, and the approvals obtained.

What is the proposed exchange ratio for ANDX common units?

ANDX common unitholders, excluding those held by ANDX General Partner and Western Refining Southwest, Inc., will receive 1.135 MPLX common units for each ANDX common unit they own. ANDX common units held by ANDX General Partner and Southwest will be converted at a ratio of 1.0328 MPLX common units per ANDX common unit.

Who controls both MPLX and ANDX, and why is this relevant?

Marathon Petroleum Corporation (MPC) indirectly owns the general partners of both MPLX and ANDX, meaning MPC controls both entities. This is relevant as it indicates the transaction is a strategic move by the parent company to consolidate its midstream assets.

What are the conditions required for the merger to be completed?

The merger is subject to several conditions, including the effectiveness of MPLX's Form S-4 registration statement, receipt of required written consents from ANDX unitholders, approval for the listing of MPLX common units on the NYSE, absence of governmental orders prohibiting the merger, and receipt of tax opinions from legal counsel. Both parties must also meet their pre-closing obligations and have accurate representations and warranties.

MPLX 8-K: Material Agreements & Securities & Listing

Summary

MPLX LP (MPLX) filed an 8-K report on May 7, 2019, announcing a material definitive agreement for a merger with Andeavor Logistics LP (ANDX). This transaction, which is structured as a merger of ANDX with a wholly-owned subsidiary of MPLX, will result in ANDX becoming a wholly-owned subsidiary of MPLX. Both MPLX and ANDX are indirectly controlled by Marathon Petroleum Corporation (MPC), indicating this is a related-party transaction aimed at consolidating logistics assets. The merger proposes an exchange ratio where ANDX common unitholders will receive 1.135 MPLX common units for each ANDX common unit, with a slightly different ratio for units held by ANDX's general partner and an affiliate. ANDX Series A Preferred Units will be converted into substantially equivalent MPLX Series B Preferred Units. The transaction has received unanimous approval from the conflicts committees and boards of both ANDX and MPLX, indicating alignment with the interests of both partnerships and their unitholders, subject to customary closing conditions and regulatory approvals.

Key Highlights

1MPLX LP (MPLX) has entered into an Agreement and Plan of Merger to acquire Andeavor Logistics LP (ANDX).
2The transaction is structured as a merger where ANDX will merge with a MPLX subsidiary, with ANDX surviving as a wholly-owned subsidiary of MPLX.
3Marathon Petroleum Corporation (MPC) indirectly controls both MPLX and ANDX, signifying a strategic consolidation under MPC.
4ANDX common unitholders will receive 1.135 MPLX common units per ANDX common unit (subject to specific adjustments for related parties).
5ANDX Series A Preferred Units will be converted into new MPLX Series B Preferred Units with substantially equivalent rights.
6The merger has received unanimous approval from the conflicts committees and boards of directors of both MPLX and ANDX.
7Closing of the merger is subject to customary conditions, including the effectiveness of MPLX's Form S-4 registration statement, shareholder consent, NYSE listing approval, and absence of prohibitive regulatory actions.

MPLX LP 8-K Report, Material Agreement (May 8, 2019)

Summary

Key Highlights

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