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MPLX LP Commences Exchange Offers and Andeavor Logistics LP and Tesoro Logistics Finance Corp. Commence Consent Solicitations

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FINDLAY, Ohio, Aug. 22, 2019 /PRNewswire/ -- MPLX LP (NYSE:MPLX) today announced that it has commenced offers to exchange (each an "Exchange Offer" and collectively, the "Exchange Offers") any and all outstanding notes of the series set forth in the table below issued by Andeavor Logistics LP ("ANDX") and Tesoro Logistics Finance Corp. ("Finance Corp."), each of which are wholly owned subsidiaries of MPLX (the "Existing ANDX Notes") for (1) up to $3,250,000,000 aggregate principal amount of new notes issued by MPLX (the "New MPLX Notes") and (2) cash.

The following table sets forth the Exchange Consideration, Early Tender Premium and Total Exchange Consideration for each series of Existing ANDX Notes:

Title of
Series/CUSIP
Number of
Existing ANDX
Notes

Maturity Date

Aggregate
Principal Amount
Outstanding

Exchange
Consideration(1)

Early Tender
Premium(1)

Total Exchange
Consideration(1)(2)

6.250% Senior Notes due 2022 /
(CUSIPs: U88109AE0; 88160QAH6;
88160QAL7)

October 15, 2022

$300,000,000

$970 principal amount of New MPLX 6.250% Notes due 2022 and $1.00 in cash

$30 principal amount of New MPLX 6.250% Notes due 2022

$1,000 principal amount of New MPLX 6.250% Notes due 2022 and $1.00 in cash

3.500% Senior Notes due 2022 / (CUSIP:  03350WAA7)

December 1, 2022

$500,000,000

$970 principal amount of New MPLX 3.500% Notes due 2022 and $1.00 in cash

$30 principal amount of New MPLX 3.500% Notes due 2022

$1,000 principal amount of New MPLX 3.500% Notes due 2022 and $1.00 in cash

6.375% Senior Notes due 2024 / (CUSIP:  88160QAM5)

May 1, 2024

$450,000,000

$970 principal amount of New MPLX 6.375% Notes due 2024 and $1.00 in cash

$30 principal amount of New MPLX 6.375% Notes due 2024

$1,000 principal amount of New MPLX 6.375% Notes due 2024 and $1.00 in cash

5.250% Senior Notes due 2025 / (CUSIP:  88160QAN3)

January 15, 2025

$750,000,000

$970 principal amount of New MPLX 5.250% Notes due 2025 and $1.00 in cash

$30 principal amount of New MPLX 5.250% Notes due 2025

$1,000 principal amount of New MPLX 5.250% Notes due 2025 and $1.00 in cash

4.250% Senior Notes due 2027 / (CUSIP:  03350WAC3)

December 1, 2027

$750,000,000

$970 principal amount of New MPLX 4.250% Notes due 2027 and $1.00 in cash

$30 principal amount of New MPLX 4.250% Notes due 2027

$1,000 principal amount of New MPLX 4.250% Notes due 2027 and $1.00 in cash

5.200% Senior Notes due 2047 / (CUSIP:  03350WAB5)

December 1, 2047

$500,000,000

$970 principal amount of New MPLX 5.200%  Notes due 2047 and $1.00 in cash

$30 principal amount of New MPLX 5.200% Notes due 2047

$1,000 principal amount of New MPLX 5.200% Notes due 2047 and $1.00 in cash


(1)  For each $1,000 principal amount of Existing ANDX Notes.

(2)  Includes Early Tender Premium.

In conjunction with the Exchange Offers, ANDX and Finance Corp. are soliciting consents (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") to adopt certain proposed amendments to each of the indentures governing the Existing ANDX Notes to, among other things, eliminate certain covenants, restrictive provisions, events of default and the requirement for subsidiaries to make guarantees in the future from such indentures. Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although MPLX may waive such condition at any time with respect to an Exchange Offer.  Any waiver of a condition by MPLX with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable.

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated August 22, 2019 (the "Offering Memorandum and Consent Solicitation Statement"). 

The consummation of the Exchange Offers is subject to, and conditional upon, the satisfaction or, where permitted, waiver of certain conditions discussed in the Offering Memorandum and Consent Solicitation Statement.

ANDX also has outstanding $500,000,000 aggregate principal amount of 5.500% notes that mature in October 2019. In the near term, MPLX currently intends to issue or raise new indebtedness, the proceeds of which would be used to repay these notes at maturity as well as to repay a material portion of the indebtedness currently outstanding under its revolving credit facility and/or the intercompany loan with Marathon Petroleum Corporation and for general partnership purposes.

Holders who validly tender their Existing ANDX Notes at or prior to 5:00 p.m., New York City time, on September 5, 2019, unless extended (the "Early Tender Date"), will be eligible to receive the applicable Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Premium as set forth in the table, for all such Existing ANDX Notes that are accepted. For each $1,000 principal amount of Existing ANDX Notes validly tendered after the Early Tender Date but prior to 12:00 midnight, New York City time, at the end of the day on September 19, 2019, unless extended (the "Expiration Date"), holders of Existing ANDX Notes will not be eligible to receive the applicable Early Tender Premium and, accordingly, will only be eligible to receive the applicable Exchange Consideration as set forth in the table above on the settlement date.  The settlement date is expected to occur within two business days after the Expiration Date.

Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders of Existing ANDX Notes who complete and return an eligibility form confirming that they are either (a) a "Qualified Institutional Buyer" as that term is defined in Rule 144A under the Securities Act of 1933 or (b) a person that is outside the "United States" and is (i) not a "U.S. person," as those terms are defined in Rule 902 under the Securities Act of 1933, (ii) not an "EEA Retail Investor" (as defined in the Offering Memorandum and Consent Solicitation Statement) and (iii) not located in Canada. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (866) 924-2200 (U.S. toll-free) or (212) 430-3774 (banks and brokers). The eligibility form is available electronically at: https://gbsc-usa.com/eligibility/mplx.

This communication does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

The New MPLX Notes have not been and will not be registered under the Securities Act of 1933 or any state securities laws. Therefore, the New MPLX Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.

About MPLX

MPLX is a diversified, large-cap master limited partnership that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. MPLX's assets include a network of crude oil and refined product pipelines; an inland marine business; light-product terminals; storage caverns; refinery tanks, docks, loading racks, and associated piping; and crude and light-product marine terminals. The company also owns crude oil and natural gas gathering systems and pipelines as well as natural gas and NGL processing and fractionation facilities in key U.S. supply basins. More information is available at www.MPLX.com

Investor Relations Contacts:
Kristina Kazarian (419) 421-2071

Media Contacts:
Hamish Banks (419) 421-2521

This communication contains forward-looking statements within the meaning of federal securities laws regarding MPLX LP ("MPLX"), Andeavor Logistics LP ("ANDX") and Tesoro Logistics Finance Corp. ("Finance Corp."). All statements other than statements of historical facts included in this communication are forward-looking statements.  In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. You can identify forward-looking statements by words such as "believe," "estimate," "expect," "plan," "could," "may," "should," "would," "will" or other similar expressions that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the companies' control and are difficult to predict. Factors that could cause actual results to differ materially from those implied in this communication include: the participation by noteholders in the offers to exchange (collectively, the "Exchange Offers") any and all outstanding notes issued by ANDX and Finance Corp., as described in this communication; the satisfaction of the conditions to the Exchange Offers; the anticipated effects of participating in the Exchange Offers; the availability of alternative transactions; the ability of MPLX to successfully refinance its and ANDX's outstanding debt; general financial or market conditions; and those factors discussed in the offering memorandum and consent solicitation statement dated August 22, 2019.  For a description of additional risks and uncertainties that may adversely affect MPLX's and ANDX's business and future operational and financial results, refer also to the risk factors set forth under the heading "Risk Factors" in MPLX's Annual Report on Form 10-K for the year ended Dec. 31, 2018, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, each filed with the Securities and Exchange Commission (SEC); and the factors set forth under the heading "Risk Factors" in ANDX's Annual Report on Form 10-K for the year ended Dec. 31, 2018, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, each filed with the SEC. Unpredictable or unknown factors not discussed here, in MPLX's Form 10-K and Form 10-Qs or in ANDX's Form 10-K and Form 10-Qs could also have material adverse effects on forward-looking statements. Copies of MPLX's Form 10-K and Form 10-Qs are available on the SEC website, MPLX's website at http://ir.mplx.com or by contacting MPLX's Investor Relations office. Copies of MPC's Form 10-K are available on the SEC website. Copies of ANDX's Form 10-K and Form 10-Qs are available on the SEC website, ANDX's website at  http://ir.andeavorlogistics.com or by contacting ANDX's Investor Relations office.

We have based our forward-looking statements on our current expectations, estimates and projections about our industry. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While the respective management of MPLX, ANDX and Finance Corp. each consider these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, actual results may differ materially from the future performance expressed or forecast in such forward-looking statements.  We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

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SOURCE MPLX LP

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