OREANDA-NEWS. March 16, 2016. Marathon Petroleum Corp. (NYSE: MPC) and MPLX LP (NYSE: MPLX) have executed definitive agreements for the contribution of MPC's inland marine business to MPLX. In exchange, MPLX will issue equity to MPC valued at \\$600 million. MPLX expects 98 percent of the equity to be issued in the form of common units and the remainder in general partner units, at an approximate price of \\$26.09 per unit.

The total transaction consideration represents an implied multiple of approximately five times the inland marine business' projected earnings before interest, taxes, depreciation and amortization (EBITDA) for the next 12 months. MPC has agreed to waive first-quarter 2016 distributions, including incentive distribution rights and general partner distributions, with respect to the common units issued in the transaction. Pending customary closing conditions, the transaction is expected to close as of March 31 and will be immediately accretive to unitholders.

The inland marine business, comprised of 18 tow boats and 205 barges, transports light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks in the Midwest and U.S. Gulf Coast regions, and accounts for nearly 60 percent of the total volumes MPC ships by inland marine vessels.

"The addition of these high-quality, well-maintained marine assets to the partnership under a fee-for-capacity contract with MPC adds approximately \\$120 million of annual EBITDA, providing a highly predictable income and cash-flow stream that further diversifies the earnings mix for MPLX," said MPLX Chairman and Chief Executive Officer Gary R. Heminger. "The acquisition price reflects MPC's ongoing and strong support of the partnership."

Heminger noted that issuing new equity to MPC in consideration for the assets eliminates the need for MPLX to access the public equity markets to fund the transaction.

The terms of the acquisition were approved by the Conflicts Committee of the board of directors of MPLX's general partner. The committee is comprised entirely of independent directors, and is being advised principally by Evercore Partners as to financial matters, Akin Gump Strauss Hauer & Feld as to legal matters and K&L Gates as to admiralty and maritime law matters.

 

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About Marathon Petroleum Corporation
MPC is the nation's fourth-largest refiner, with a crude oil refining capacity of approximately 1.8 million barrels per calendar day in its seven-refinery system. Marathon brand gasoline is sold through approximately 5,600 independently owned retail outlets across 19 states. In addition, Speedway LLC, an MPC subsidiary, owns and operates the nation's second-largest convenience store chain, with approximately 2,770 convenience stores in 22 states. MPC owns, leases or has ownership interests in approximately 8,400 miles of crude and light product pipelines and more than 5,000 miles of gas gathering and natural gas liquids (NGL) pipelines. MPC also has ownership interests in more than 50 gas processing plants, more than 10 NGL fractionation facilities and one condensate stabilization facility. Through subsidiaries, MPC owns the general partner of MPLX LP, a midstream master limited partnership. MPC's fully integrated system provides operational flexibility to move crude oil, NGLs, feedstocks and petroleum-related products efficiently through the company's distribution network and midstream service businesses in the Midwest, Northeast, East Coast, Southeast and Gulf Coast regions.

About MPLX LP
MPLX is a diversified, growth-oriented master limited partnership formed in 2012 by Marathon Petroleum Corporation to own, operate, develop and acquire midstream energy infrastructure assets. We are engaged in the gathering, processing and transportation of natural gas; the gathering, transportation, fractionation, storage and marketing of NGLs; and the transportation and storage of crude oil and refined petroleum products. Headquartered in Findlay, Ohio, MPLX's assets consist of a network of common carrier crude oil and products pipeline assets located in the Midwest and Gulf Coast regions of the United States, a butane storage cavern located in West Virginia with approximately 1 million barrels of natural gas liquids storage capacity, crude oil and product storage facilities (tank farms) with approximately 4.5 million barrels of available storage capacity, a barge dock facility with approximately 78,000 barrels per day of crude oil and product throughput capacity and gathering and processing assets which includes more than 5,000 miles of gas gathering and NGL pipelines, over 50 gas processing plants, more than 10 NGL fractionation facilities and one condensate stabilization facility.