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SEC Filings

8-K
MPLX LP filed this Form 8-K on 09/09/2019
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(c) Since the respective dates as of which information is given in the Time of Sale Prospectus, there shall not have been any material change in the partnership interests in the Partnership or the long-term debt of the Partnership or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, financial position, equity or results of operations of the Partnership and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus.

(d) The Representatives shall have received on and as of the Closing Date a certificate of an officer of the General Partner reasonably satisfactory to you with respect to the matters set forth in Sections 5(a) and 5(b) and to the further effect that there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, financial position, equity or results of operations of the Partnership and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Prospectus and the Prospectus.

(e) The Underwriters shall have received on the Closing Date an opinion of Jones Day, outside counsel for the Partnership and the General Partner, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.

(f) The Underwriters shall have received on the Closing Date an opinion of Richards, Layton & Finger, P.a., special Delaware counsel for the Partnership and the General Partner, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.

(g) The Underwriters shall have received on the Closing Date an opinion of Cravath, Swaine & Moore LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.

 

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