MPLX LP Announces Final Results of Note Exchange Offers and Consent Solicitations

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Sep 20, 2019, 08:18 ET

FINDLAY, Ohio, Sept. 20, 2019 /PRNewswire/ -- MPLX LP (NYSE: MPLX) today announced the final results of the previously announced offers to exchange (the "Exchange Offers") any and all outstanding senior notes of the series set forth in the table below (the "Existing ANDX Notes") issued by Andeavor Logistics LP ("ANDX") and Tesoro Logistics Finance Corp. ("Finance Corp."), each of which are wholly owned subsidiaries of MPLX, for (1) up to $3,250,000,000 aggregate principal amount of new senior notes issued by MPLX (the "New MPLX Notes") and (2) cash, and related consent solicitations (the "Consent Solicitations") to adopt certain amendments to each of the indentures governing the Existing ANDX Notes.

The Exchange Offers and Consent Solicitations expired at 12:00 midnight, New York City time, at the end of the day on Sept. 19, 2019 (the "Expiration Date"). As of the Expiration Date, the following principal amounts of each series of Existing ANDX Notes were validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):

Title of Series/CUSIP Number of Existing ANDX Notes	Aggregate Principal Amount Outstanding	Existing ANDX Notes Tendered at Expiration Date⁽¹⁾
		Principal Amount	Percentage
6.250% Senior Notes due 2022 / U88109AE0; 88160QAH6; 88160QAL7	$300,000,000	$266,389,000	88.80%
3.500% Senior Notes due 2022 / 03350WAA7	$500,000,000	$486,366,000	97.27%
6.375% Senior Notes due 2024 / 88160QAM5	$450,000,000	$380,523,000	84.56%
5.250% Senior Notes due 2025 / 88160QAN3	$750,000,000	$707,663,000	94.36%
4.250% Senior Notes due 2027 / 03350WAC3	$750,000,000	$731,726,000	97.56%
5.200% Senior Notes due 2047 / 03350WAB5	$500,000,000	$487,211,000	97.44%

(1) Reflects the aggregate principal amount of each series of Existing ANDX Notes that were validly tendered and not validly withdrawn as of the Expiration Date, based on information provided by the exchange agent to MPLX.

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

Upon settlement of the Exchange Offers and Consent Solicitations, which is expected to occur on Monday, Sept. 23, 2019, MPLX will (i) issue to the holders of the Existing ANDX Notes whose securities were tendered on or before 5:00 p.m., New York City Time, on Sept. 5, 2019 (the "Early Tender Date"), and accepted for exchange, New MPLX Notes in an equal aggregate principal amount to the principal amount of the Existing ANDX Notes that have been accepted for exchange, (ii) issue to the holders of the Existing ANDX Notes whose securities were tendered after the Early Tender Date but prior to the Expiration Date and accepted for exchange, New MPLX Notes in an aggregate principal amount equal to $970 for each $1,000 aggregate principal amount of Existing ANDX Notes that have been accepted for exchange, and (iii) pay to the holders of the Existing ANDX Notes whose securities have been accepted for exchange a total of $3,059,878 in cash as part of the exchange consideration.

In addition, as previously disclosed, ANDX and Finance Corp. received consents in the Consent Solicitations sufficient to approve amendments to each of the respective indentures governing each series of the Existing ANDX Notes. As a result, ANDX, Finance Corp. and the trustee for the Existing ANDX Notes entered into supplemental indentures implementing those amendments to the indentures governing each series of the Existing ANDX Notes subject to the Exchange Offers and Consent Solicitations. Such supplemental indentures were valid and enforceable upon execution but will only become operative upon the settlement of the Exchange Offers and Consent Solicitations. As a result, the proposed amendments effected by such supplemental indentures will be deemed to be revoked retroactively to the date thereof if the Exchange Offers and Consent Solicitations are terminated or withdrawn prior to settlement.

The New MPLX Notes will only be issued to eligible holders of Existing ANDX Notes who have completed and returned an eligibility form confirming that they are either (i) a "Qualified Institutional Buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a person that is outside the "United States" and is (a) not a "U.S. person," as those terms are defined in Rule 902 under the Securities Act, (b) not an "EEA Retail Investor" (as defined in the Offering Memorandum and Consent Solicitation Statement) and (c) 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.

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 were made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as was permitted under applicable law.

The New MPLX Notes have not been and will not be registered under the Securities Act 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 and any applicable state securities laws.

About MPLX LP

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: (419) 421-2071
Kristina Kazarian, Vice President, Investor Relations
Jim Mallamaci, Manager, Investor Relations
Evan Barbosa, Manager, Investor Relations

Media Contacts:
Hamish Banks, Vice President, Corporate Communications (419) 421-2521
Jamal Kheiry, Manager, Corporate Communications (419) 421-3312

Forward-looking statements

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 satisfaction of the conditions to the settlement of the offers to exchange (collectively, the "Exchange Offers") any and all outstanding notes of the series set forth in this communication issued by ANDX and Finance Corp., as described in this communication; 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 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.

SOURCE MPLX LP