FINDLAY, Ohio, July 22, 2019 /PRNewswire/ -- The board of
directors of the general partner of MPLX LP (NYSE: MPLX) has
declared a quarterly cash distribution of $0.6675 per common unit for the second quarter of
2019, or $2.67 on an annualized
basis.
This represents an increase of $0.01 per unit, or 1.5 percent, over the first
quarter 2019 distribution, and an increase of $0.04 per unit, or 6.4 percent, over the second
quarter 2018 distribution. This is the 26th consecutive
quarterly distribution increase and will be paid on Aug. 14, 2019, to common unitholders of record as
of Aug. 5, 2019.
As previously announced, MPLX expects to close the acquisition
of Andeavor Logistics LP (NYSE: ANDX) on July 30, 2019, subject to the satisfaction or
waiver of the remaining customary closing conditions. Given the
anticipated timing of the closing of the transaction, the parties
expect that ANDX common unitholders will not receive any future
distributions from ANDX, but instead will receive the second
quarter 2019 distribution with respect to the MPLX common units
expected to be issued in connection with the merger. Additionally,
the parties expect that ANDX Series A Preferred unitholders will
not receive any future distributions from ANDX, but instead will
receive the semi-annual distribution payable August 15, 2019, on MPLX Series B Preferred units
expected to be issued in connection with the Merger.
This release is intended to be a qualified notice under Treasury
Regulation Section 1.1446-4(b). Brokers and nominees should treat
100 percent of MPLX's distributions to foreign investors as being
attributable to income that is effectively connected with a
United States trade or business.
Accordingly, MPLX's distributions to non-United States investors are subject to federal
income tax withholding at the highest applicable effective tax
rate.
About MPLX LP
MPLX is a diversified, large-cap master limited partnership that
owns and operates midstream energy infrastructure and logistics
assets, and provides fuels distribution services. MPLX's assets
include a network of crude oil and refined product pipelines; an
inland marine business; light-product terminals; storage caverns;
refinery tanks, docks, loading racks, and associated piping; and
crude and light-product marine terminals. The company also owns
crude oil and natural gas gathering systems and pipelines as well
as natural gas and NGL processing and fractionation facilities in
key U.S. supply basins. More information is available at
www.mplx.com.
Investor Relations Contact:
Kristina Kazarian (419) 421-2071
Media Contact:
Hamish
Banks (419) 421-2521
This communication contains forward-looking statements within
the meaning of federal securities laws regarding MPLX LP (MPLX) and
Andeavor Logistics LP (ANDX). These forward-looking statements
relate to, among other things, the proposed acquisition of ANDX by
MPLX and include expectations, estimates and projections concerning
the business and operations, financial priorities and strategic
plans of the combined entity. These statements are accompanied by
cautionary language identifying important factors, though not
necessarily all such factors, that could cause future outcomes to
differ materially from those set forth in the forward-looking
statements. You can identify forward-looking statements by words
such as "anticipate," "believe," "could," "design," "estimate,"
"expect," "forecast," "goal," "guidance," "imply," "intend," "may,"
"objective," "opportunity," "outlook," "plan," "position,"
"potential," "predict," "project," "prospective," "pursue," "seek,"
"should," "strategy," "target," "would," "will" or other similar
expressions that convey the uncertainty of future events or
outcomes. Such forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and
other factors, some of which are beyond the companies' control and
are difficult to predict. Factors that could cause MPLX's or ANDX's
actual results to differ materially from those implied in the
forward-looking statements include: the ability to complete the
proposed transaction between MPLX and ANDX on the proposed terms
and timetable; the ability to satisfy various conditions to the
closing of the transaction contemplated by the merger agreement;
the ability to obtain regulatory approvals for the proposed
transaction on the proposed terms and schedule, and any conditions
imposed on the combined entity in connection with the consummation
of the proposed transaction; the risk that anticipated
opportunities and any other synergies from or anticipated benefits
of the proposed transaction may not be fully realized or may take
longer to realize than expected, including whether the proposed
transaction will be accretive within the expected timeframe or at
all; disruption from the proposed transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; risks relating to any unforeseen liabilities of ANDX or
MPLX; the amount and timing of future distributions; negative
capital market conditions, including an increase of the current
yield on common units; the ability to achieve strategic and
financial objectives, including with respect to distribution
coverage, future distribution levels, proposed projects and
completed transactions; adverse changes in laws including with
respect to tax and regulatory matters; the adequacy of capital
resources and liquidity, including, but not limited to,
availability of sufficient cash flow to pay distributions and
access to debt on commercially reasonable terms, and the ability to
successfully execute business plans, growth strategies and
self-funding models; the timing and extent of changes in commodity
prices and demand for crude oil, refined products, feedstocks or
other hydrocarbon-based products; continued/further volatility in
and/or degradation of market and industry conditions; changes to
the expected construction costs and timing of projects and planned
investments, and the ability to obtain regulatory and other
approvals with respect thereto; completion of midstream
infrastructure by competitors; disruptions due to equipment
interruption or failure, including electrical shortages and power
grid failures; the suspension, reduction or termination of Marathon
Petroleum Corporation's (MPC) obligations under MPLX's and ANDX's
commercial agreements; modifications to financial policies, capital
budgets, and earnings and distributions; the ability to manage
disruptions in credit markets or changes to credit ratings;
compliance with federal and state environmental, economic, health
and safety, energy and other policies and regulations and/or
enforcement actions initiated thereunder; adverse results in
litigation; other risk factors inherent to MPLX's and ANDX's
industry; risks related to MPC; and the factors set forth under the
heading "Risk Factors" in MPLX's and ANDX's respective Annual
Reports on Form 10-K for the year ended Dec.
31, 2018, filed with the Securities and Exchange Commission
(SEC).
Factors that could cause MPC's actual results to differ
materially from those implied in the forward-looking statements
include: the risk that the cost savings and any other synergies
from the Andeavor transaction may not be fully realized or may take
longer to realize than expected; disruption from the Andeavor
transaction making it more difficult to maintain relationships with
customers, employees or suppliers; risks relating to any unforeseen
liabilities of Andeavor; risks as set forth above related to the
acquisition of ANDX by MPLX; future levels of revenues, refining
and marketing margins, operating costs, retail gasoline and
distillate margins, merchandise margins, income from operations,
net income or earnings per share; the regional, national and
worldwide availability and pricing of refined products, crude oil,
natural gas, NGLs and other feedstocks; consumer demand for refined
products; the ability to manage disruptions in credit markets or
changes to credit ratings; future levels of capital, environmental
or maintenance expenditures, general and administrative and other
expenses; the success or timing of completion of ongoing or
anticipated capital or maintenance projects; the reliability of
processing units and other equipment; business strategies, growth
opportunities and expected investment; share repurchase
authorizations, including the timing and amounts of any common
stock repurchases; the adequacy of capital resources and liquidity,
including but not limited to, availability of sufficient cash flow
to execute business plans and to effect any share repurchases or
dividend increases, including within the expected timeframe; the
effect of restructuring or reorganization of business components;
the potential effects of judicial or other proceedings on the
business, financial condition, results of operations and cash
flows; continued or further volatility in and/or degradation of
general economic, market, industry or business conditions;
compliance with federal and state environmental, economic, health
and safety, energy and other policies and regulations, including
the cost of compliance with the Renewable Fuel Standard, and/or
enforcement actions initiated thereunder; the anticipated effects
of actions of third parties such as competitors, activist investors
or federal, foreign, state or local regulatory authorities or
plaintiffs in litigation; the impact of adverse market conditions
or other similar risks to those identified herein affecting MPLX or
ANDX; and the factors set forth under the heading "Risk Factors" in
MPC's Annual Report on Form 10-K for the year ended Dec. 31, 2018, filed with the SEC.
We have based our forward-looking statements on our current
expectations, estimates and projections about our industry. We
caution that these statements are not guarantees of future
performance and you should not rely unduly on them, as they involve
risks, uncertainties, and assumptions that we cannot predict. In
addition, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate.
While our respective management considers these assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks, contingencies
and uncertainties, most of which are difficult to predict and many
of which are beyond our control. Accordingly, our actual results
may differ materially from the future performance that we have
expressed or forecast in our forward-looking statements. We
undertake no obligation to update any forward-looking statements
except to the extent required by applicable law.
Additional Information and Where to Find It
In connection with the proposed acquisition, MPLX and ANDX have
filed relevant materials with the SEC, including MPLX's
registration statement on Form S-4 that includes a definitive
consent statement and a prospectus and was declared effective by
the SEC on June 28, 2019. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE DEFINITIVE CONSENT STATEMENT AND
PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The final consent statement/prospectus will
be sent to unitholders of ANDX. Investors and security holders will
be able to obtain these documents free of charge at the SEC's
website, www.sec.gov, from ANDX at its
website, http://ir.andeavorlogistics.com, or by contacting
ANDX's Investor Relations at (419) 421-2414, or from MPLX at its
website, http://ir.mplx.com, or by contacting MPLX's Investor
Relations at (419) 421-2414.
Participants in Solicitation
MPLX, ANDX, MPC and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of consents in
respect of the proposed transaction. Information concerning MPLX's
directors and executive officers is set forth in its Annual Report
on Form 10-K for the year ended Dec. 31,
2018, which was filed with the SEC on Feb. 28, 2019. Information concerning ANDX's
directors and executive officers is set forth in its Annual Report
on Form 10-K for the year ended Dec. 31,
2018, which was filed with the SEC on Feb. 28, 2019. Information concerning MPC's
executive officers is set forth in its Annual Report on Form 10-K
for the year ended Dec. 31, 2018,
which was filed with the SEC on Feb. 28,
2019. Information about MPC's directors is set forth in its
Definitive Proxy Statement on Schedule 14A for its 2019 Annual
Meeting of Shareholders, which was filed with the SEC on
March 14, 2019. Investors and
security holders will be able to obtain the documents free of
charge from the sources indicated above, and with respect to MPC,
from its
website, https://www.marathonpetroleum.com/Investors/, or by
contacting MPC's Investor Relations at (419) 421-2414. Additional
information regarding the interests of such participants in the
solicitation of consents in respect of the proposed transaction are
included in the registration statement and consent
statement/prospectus and other relevant materials filed with the
SEC.
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SOURCE MPLX LP