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MPLX > SEC Filings for MPLX > Form 8-K on 4-Mar-2014All Recent SEC Filings

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Form 8-K for MPLX LP


Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of A

Item 1.01. Entry into a Material Definitive Agreement.

On February 26, 2014, MPLX Operations LLC ("MPLX Operations"), a wholly-owned subsidiary of MPLX LP ("MPLX"), entered into a Partnership Interests Purchase Agreement (the "Purchase Agreement") with MPL Investment LLC (the "Seller"), a wholly-owned subsidiary of Marathon Petroleum Corporation ("MPC"). In accordance with the terms of the Purchase Agreement, effective as of March 1, 2014, MPLX Operations purchased from the Seller 13.0% of the outstanding partnership interests of MPLX Pipe Line Holdings LP ("Pipe Line Holdings") for a purchase price of $310.0 million (the "Acquisition"). After giving effect to the Acquisition, MPLX Operations holds a 69.0% general partnership interest, and the Seller holds a 31.0% limited partnership interest, in Pipe Line Holdings.

MPLX Operations financed the Acquisition through a combination of $40.0 million cash on hand and a $270.0 million borrowing on its $500.0 million revolving credit facility.

The terms of the Purchase Agreement and the Acquisition were approved by the Conflicts Committee of the Board of Directors of MPLX GP LLC, MPLX's general partner ("MPLX GP"). The Conflicts Committee, which is composed entirely of independent directors, retained independent legal and financial counsel to assist it in evaluating and negotiating the Purchase Agreement and the Acquisition.

As MPLX's general partner, MPLX GP manages MPLX's operations and activities through MPLX GP's officers and directors. Both the Seller and MPLX GP are indirect wholly-owned subsidiaries of MPC. As a result, certain individuals serve as officers and directors of both MPLX GP LLC and MPC. In addition, MPC holds, indirectly through its subsidiaries, 17,056,515 common units and 36,951,515 subordinated units of MPLX, representing a 71.6% limited partnership interest in MPLX.

The foregoing description of the Purchase Agreement and the Acquisition is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 in its entirety by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Effective on March 1, 2014, MPLX Operations completed the Acquisition. The information set forth in Item 1.01 is incorporated into this Item 2.01 in its entirety by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 regarding the borrowing on the revolving credit facility is incorporated into this Item 2.03 by reference, insofar as such information relates to the creation of a direct financial obligation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number                                    Description

2.1          Partnership Interests Purchase Agreement, dated February 26, 2014, by
             and between MPLX Operations LLC and MPL Investment LLC.

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