Business Context and Reporting Period
This Form 8-K Current Report was filed by MPLX LP on August 4, 2016. The filing addresses Item 8.01 (Other Events) regarding the execution of a Second Amended and Restated Distribution Agreement. The Partnership is a Delaware limited partnership with its principal executive offices in Findlay, Ohio.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on capital structure and equity distribution arrangements.
- Units Available for Sale: Up to 16,714,547 Common Units may be sold by the Selling Unitholder (M&R MWE Liberty, LLC).
- Aggregate Offering Price: The Partnership may issue and sell Common Units with an aggregate offering price of up to $1,181,240,389.
- Commission Rate: Sales Agents will receive a commission at a fixed rate of up to 2% of the gross sales price per Common Unit.
Material Changes
The Partnership entered into a Second Amended and Restated Distribution Agreement on August 4, 2016, amending and restating the agreement dated March 4, 2016. Material changes include:
- Addition of M&R MWE Liberty, LLC as a "Selling Unitholder" party to the agreement pursuant to a Registration Rights Agreement dated December 4, 2015, related to the acquisition of MarkWest Energy Partners, L.P.
- Expansion of the number of Common Units available for issuance and sale through the Sales Agents.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on future earnings. The transaction is structured as an "at the market offering" under Rule 415 of the Securities Act of 1933. Sales may occur through ordinary brokerage transactions on the New York Stock Exchange, other national securities exchanges, or electronic communication networks at prevailing market prices. The Partnership has agreed to pay certain expenses incurred by the Sales Agents and the Selling Unitholder in connection with the offering.
Investor Verification Checklist
- Verify the current market price of MPLX LP Common Units to assess potential dilution from the $1.18 billion aggregate offering capacity.
- Review the Registration Statements on Form S-3 (Nos. 333-203067 and 333-211397) for full terms of the equity offering.
- Examine Exhibit 1.1 (Second Amended and Restated Distribution Agreement) for specific conditions regarding the sale of units by the Selling Unitholder.
- Confirm the impact of the 2% commission fee on net proceeds should sales occur.