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SEC Filings

8-K
MPLX LP filed this Form 8-K on 09/09/2019
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Item 1.01 Entry into a Material Definitive Agreement.

On September 6, 2019, Andeavor Logistics LP (“ANDX”), a wholly owned subsidiary of MPLX LP (the “Issuer”), Tesoro Logistics Finance Corp. (“Finance Corp.”), a wholly owned subsidiary of the Issuer, and U.S. Bank National Association, as trustee (the “Trustee”), entered into certain supplemental indentures (the “Supplemental Indentures”) respecting ANDX’s and Finance Corp.’s outstanding 6.250% Senior Notes due 2022, 3.500% Senior Notes due 2022, 6.375% Senior Notes due 2024, 5.250% Senior Notes due 2025, 4.250% Senior Notes due 2027, and 5.200% Senior Notes due 2047 (collectively, the “ANDX Notes”). The Supplemental Indentures were entered into following ANDX’s and Finance Corp.’s receipt of the requisite consents of the holders of the ANDX Notes pursuant to consent solicitations in respect of certain amendments to the indentures governing the ANDX Notes that commenced on August 22, 2019 (the “Consent Solicitations”). The Supplemental Indentures eliminate most of the restrictive and reporting covenants and certain default provisions respecting the ANDX Notes. The Supplemental Indentures are effective upon execution but will only become operative upon the closing of the Consent Solicitations and related exchange offers.

The foregoing descriptions of the Supplemental Indentures do not purport to be complete and are qualified in their entirety by reference to the full text of the Supplemental Indentures, copies of which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Form 8-K and are incorporated herein by reference.

Item 8.01 Other Events.

The Issuer is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-220267):

  1. Underwriting Agreement, dated as of September 4, 2019, among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of Citigroup Global Markets Inc., Barclays Capital Inc. and RBC Capital Markets, LLC, acting as representatives of the several underwriters named therein;

  2. Fifteenth Supplemental Indenture, dated as of September 9, 2019, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee;

  3. Sixteenth Supplemental Indenture, dated as of September 9, 2019, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee; and

  4. Opinion of Jones Day.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.