On December 15, 2017, MPLX LP (“MPLX”) entered into a Partnership Interests Restructuring Agreement (the “Partnership Interests Restructuring Agreement”) with MPLX GP LLC (“MPLX GP”), the general partner of MPLX and a wholly owned subsidiary of Marathon Petroleum Corporation ("MPC"), to which the MPLXincentive distribution rights (“IDRs”) held by MPLX GP will be cancelled and the two percent general partner interest in MPLX held by MPLX GP will be converted into a non-economic general partner interest in MPLX in exchange for 275,000,000 MPLX common units to be issued to MPLX GP (together, the “GP/IDR Restructuring”).

Subject to the terms and conditions of the Partnership Interests Restructuring Agreement, simultaneously with the closing of the GP/IDR Restructuring, MPLX GP will amend and restate the Third Amended and Restated Agreement of Limited Partnership of MPLX, dated as of October 31, 2016, as amended, to reflect the GP/IDR Restructuring. to the Partnership Interests Restructuring Agreement, MPLX GP has agreed to waive a portion of the fourth quarter 2017 distributions that would otherwise be payable on the MPLX common units issued to MPLX GP as part of the GP/IDR Restructuring to the extent such distributions are in excess of the amount of fourth quarter 2017 distributions MPLX GP would have received with respect to its two percent general partner interest and IDRs absent the GP/IDR Restructuring.

The Partnership Interests Restructuring Agreement contains representations, warranties and covenants considered customary for an agreement of this type. The closing of the GP/IDR Restructuring is expected to occur on February 1, 2018 subject to customary closing conditions and the closing of the contribution to MPLX of MPLX Refining Logistics LLC and MPLX Fuels Distribution LLC to the Membership Interests Contribution Agreement previously reported on a Current Report on Form 8-K filed by MPLX on November 13, 2017.

The foregoing description of the Partnership Interests Restructuring Agreement is not complete and is qualified in its entirety by reference to the full text of the Partnership Interests Restructuring Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The terms of the Partnership Interests Restructuring Agreement were approved on behalf of MPLX by the conflicts committee and the board of directors of MPLX GP. The conflicts committee, which is comprised of independent members of the board of directors of MPLX GP, retained independent legal and financial advisors to assist it in evaluating and negotiating the GP/IDR Restructuring.

Relationships

MPLX GP manages MPLX’s operations and activities through MPLX GP’s officers and directors. Certain individuals serve as officers and/or directors of MPC and MPLX GP. Prior to giving effect to the MPLX common units to be issued to the GP/IDR Restructuring, MPC indirectly owns 118,090,823 MPLX common units, representing approximately 29 percent of the MPLX common units issued and outstanding as of December 15, 2017. Through its ownership of MPLX GP, MPC also indirectly owns all of MPLX’s incentive distribution rights as well as 8,307,478 general partner units, representing a two percent general partner interest in MPLX GP.

The slide attached as Exhibit 99.1 to this Current Report on Form 8-K summarizes key aspects of the GP/IDR Restructuring.

The information provided in this Item 1.01 (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

(d) Exhibits.

Marathon Petroleum Corp Exhibit
EX-10.1 2 ex101mpc.htm EXHIBIT 10.1 Exhibit Exhibit 10.1PARTNERSHIP INTERESTS RESTRUCTURING AGREEMENTamongMPLX GP LLCandMPLX LPDated as of December 15,…
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About Marathon Petroleum Corporation (NYSE:MPC)

Marathon Petroleum Corporation is engaged in petroleum product refining, marketing, retail and transportation businesses in the United States and the east of the Mississippi. The Company’s segments include Refining & Marketing, Speedway, and Midstream. Its Refining & Marketing segment refines crude oil and other feedstocks at its approximately seven refineries in the Gulf Coast and Midwest regions of the United States, purchases ethanol and refined products for resale and distributes refined products. It sells refined products to wholesale marketing customers domestically and internationally, buyers on the spot market, its Speedway business segment and to independent entrepreneurs operating Marathon retail outlets. The Speedway segment sells transportation fuels and convenience products in the retail market in the Midwest, East Coast and Southeast. The Midstream segment gathers, processes and transports natural gas, and transports and stores crude oil and refined products.