MPLX LP Closes Acquisition of Additional Interest in MPLX Pipe Line Holdings LP

FINDLAY, Ohio, Dec. 1, 2014 - MPLX LP MPLX today announced that it has closed the acquisition of an additional 30.5 percent interest in MPLX Pipe Line Holdings LP (Pipe Line Holdings) from subsidiaries of Marathon Petroleum Corporation MPC for $800 million.

Consideration for the transaction consists of $600 million in cash and MPLX equity to be issued to MPC valued at $200 million. This transaction represents MPLX's third acquisition following its initial public offering in October 2012 and increases MPLX's interest in Pipe Line Holdings to 99.5 percent from the 69 percent interest it held previously. Through its subsidiaries, Pipe Line Holdings owns one of the largest networks of common carrier crude oil and product pipelines in the United States based on total volume delivered; a barge dock on the Mississippi River; and crude oil and product storage facilities.

"This transaction is the first step in our previously announced plan to substantially accelerate the growth of the partnership and increase the annual distribution growth rate to average in the mid-20 percent range over the next five years," said MPLX Chief Executive Officer Gary R. Heminger. "The acquisition of this additional high-quality, stable earnings stream is an important step in the accelerated growth of MPLX's earnings and distributable cash flows. MPLX's earnings will continue to have primarily fee-based revenue streams based on committed volumes from MPC, which we expect will see little impact from lower crude oil prices. We believe having a larger earnings base and greater access to capital expands MPLX's capacity to take on projects and investments directly, and better enables MPLX to actively participate in the energy infrastructure development occurring in the U.S."

The acquisition price represents an approximate 10 times multiple of the forecasted next twelve months earnings before interest, taxes, depreciation and amortization associated with the equity interest acquired. The transaction closed today, Dec. 1, 2014, and is expected to be immediately accretive to 2015 distributable cash flow. MPLX is financing the acquisition with borrowings under its revolving credit facility of $600 million and the issuance of common units to MPC valued at $200 million.

The terms of the acquisition were approved by the board's Conflicts Committee, which is comprised entirely of independent directors. This committee was advised by Evercore Partners as to financial matters and Akin Gump Strauss Hauer & Feld LLP as to legal matters.

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About MPLX LP

MPLX is a fee-based, growth-oriented master limited partnership formed in 2012 by Marathon Petroleum Corporation to own, operate, develop and acquire pipelines and other midstream assets related to the transportation and storage of crude oil, refined products and other hydrocarbon-based products. Headquartered in Findlay, Ohio, MPLX's assets consist of a 99.5 percent equity interest in a network of common carrier crude oil and products pipeline assets located in the Midwest and Gulf Coast regions of the United States and a 100 percent interest in a butane storage cavern located in W.Va. with approximately 1 million barrels of natural gas liquids storage capacity. For additional information about MPLX, please see our website at http://www.mplx.com.

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