Marathon Petroleum Corp. and MPLX LP announce agreement for approximately $8.1 billion dropdown to MPLX, and MPC initiates offer to exchange its general partner interests, including its IDRs, in MPLX - Seite 2

Today, MPC also offered to the MPLX board an exchange of its GP economic interests in MPLX, which include incentive distribution rights (IDRs), for newly issued MPLX common units. This transaction is expected to provide a clear valuation for MPC's GP interests in MPLX, and reduce MPLX's cost of capital to support the sustainable long-term growth of the partnership. MPC will continue to own the non-economic general partner interest in MPLX. This transaction is now under review by the conflicts committee of the MPLX board of directors. Subject to approval of the MPLX board, the exchange is expected to close on Feb. 1, 2018, in conjunction with the closing of the dropdown.

In connection with entering into the dropdown agreement, MPLX entered into a commitment letter with Mizuho Bank, Ltd.; Bank of America Merrill Lynch; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Barclays Bank PLC; JPMorgan Chase Bank, N.A.; and Wells Fargo Bank, N.A. for a $4.1 billion 364-day term-loan facility to be funded upon the closing of the dropdown transaction expected on Feb. 1, 2018. The proceeds from the term-loan facility will be used to fund the cash portion of the dropdown consideration. These commitments are subject to customary conditions, including the closing of the dropdown transaction. 

###

About Marathon Petroleum Corporation

MPC is the nation's third-largest refiner, with a crude oil refining capacity of approximately 1.8 million barrels per calendar day in its seven-refinery system. Marathon brand gasoline is sold through approximately 5,600 independently owned retail outlets across 20 states and the District of Columbia. In addition, Speedway LLC, an MPC subsidiary, owns and operates the nation's second-largest convenience store chain, with approximately 2,730 convenience stores in 21 states. MPC owns, leases or has ownership interests in approximately 10,800 miles of crude oil and light product pipelines. Through subsidiaries, MPC owns the general partner of MPLX LP, a midstream master limited partnership. Through MPLX, MPC has ownership interests in gathering and processing facilities with approximately 5.9 billion cubic feet per day of gathering capacity, 8 billion cubic feet per day of natural gas processing capacity and 570,000 barrels per day of fractionation capacity. MPC's fully integrated system provides operational flexibility to move crude oil, NGLs, feedstocks and petroleum-related products efficiently through the company's distribution network and midstream service businesses in the Midwest, Northeast, East Coast, Southeast and Gulf Coast regions.