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SEC Filings

8-K
MPLX LP filed this Form 8-K on 09/09/2019
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September 4, 2019

To the Representatives named in Schedule I hereto

for the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

MPLX LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the aggregate principal amount of its debt securities identified in Schedule I hereto (collectively, the “Securities”), to be issued under the senior indenture, dated as of February 12, 2015, as supplemented by the First Supplemental Indenture, dated as of February 12, 2015, the Second Supplemental Indenture, dated as of December 22, 2015, the Third Supplemental Indenture, dated as of December 22, 2015, the Fourth Supplemental Indenture, dated as of December 22, 2015, the Fifth Supplemental Indenture, dated as of December 22, 2015, the Sixth Supplemental Indenture, dated as of February 10, 2017, the Seventh Supplemental Indenture, dated as of February 10, 2017, the Eighth Supplemental Indenture, dated as of February 8, 2018, the Ninth Supplemental Indenture, dated as of February 8, 2018, the Tenth Supplemental Indenture, dated as of February 8, 2018, the Eleventh Supplemental Indenture, dated as of February 8, 2018, the Twelfth Supplemental Indenture, dated as of February 8, 2018, the Thirteenth Supplemental Indenture, dated as of November 15, 2018, and the Fourteenth Supplemental Indenture, dated as of November 15, 2018 (as so supplemented, the “Base Indenture”), in each case, between the Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to one or more supplemental indentures (each, a “Supplemental Indenture”) delivered pursuant to the Base Indenture (such Supplemental Indentures, together with the Base Indenture, the “Indenture”).

The Partnership has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the file number of which is set forth in Schedule I hereto), including a prospectus relating to securities (the “Shelf Securities”), including the Securities, to be issued from time to time thereunder by the Partnership. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement,” and the related prospectus covering the Shelf Securities dated August 30, 2017 in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Partnership to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Partnership to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of