Current Report Filing (8-k)
September 04 2019 - 8:22AM
Edgar (US Regulatory)
false 0001552000 0001552000 2019-09-04 2019-09-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 2019
MPLX LP
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-35714
|
|
27-0005456
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
200 E. Hardin Street, Findlay, Ohio
|
|
45840
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(419) 421-2414
Registrant’s telephone number, including area code
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of exchange
on which registered
|
Common Units Representing Limited Partnership Interests
|
|
MPLX
|
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On July 30, 2019, MPLX LP (the “Partnership”) completed the acquisition of Andeavor Logistics LP (“ANDX”). The Partnership is filing this Current Report on Form 8-K for the purpose of incorporating by reference to the Partnership’s registration statements on Form S-3 and Form S-8 certain historical financial statements and related notes thereto of ANDX and certain pro forma financial statements and related notes thereto.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
|
|
|
|
Exhibit
Number
|
|
|
Description
|
|
|
|
|
|
|
23.1
|
|
|
Consent of Ernst & Young LLP
|
|
|
|
|
|
|
99.1
|
|
|
Unaudited Pro Forma Condensed Combined Financial Statements as of March 31, 2019 and for the fiscal year ended December 31, 2018 and the three months ended March 31, 2019 and related notes thereto (incorporated by reference to the consent statement/prospectus filed by MPLX with the SEC on June 28, 2019 (SEC File No. 333-231798))
|
|
|
|
|
|
|
99.2
|
|
|
ANDX’s Consolidated Statements of Operations, Consolidated Statements of Partners’ Equity and Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2018, 2017 and 2016 and Consolidated Balance Sheets as of December 31, 2018 and 2017, including the Notes to the Consolidated Financial Statements and the Report of Independent Registered Accounting Firm (incorporated by reference to ANDX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (SEC File No. 001-35143))
|
|
|
|
|
|
|
99.3
|
|
|
Item 9A of ANDX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (including the attestation report of Ernst & Young LLP on the effectiveness of ANDX’s internal control over financial reporting as of December 31, 2018, dated February 28, 2019) (incorporated by reference to ANDX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (SEC File No. 001-35143))
|
|
|
|
|
|
|
99.4
|
|
|
ANDX’s Condensed Statements of Consolidated Operations (Unaudited) for the three and six months ended June 30, 2019 and 2018, Condensed Statements of Consolidated Cash Flows (Unaudited) for the six months ended June 30, 2019 and 2018 and Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2019 and December 31, 2018, including the Notes to Condensed Consolidated Financial Statements (incorporated by reference to ANDX’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 (SEC File No. 001-35143))
|
|
|
|
|
|
|
104
|
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
MPLX LP
|
|
By: MPLX GP LLC, its General Partner
|
|
|
|
By:
|
|
/s/ Molly R. Benson
|
Name:
|
|
Molly R. Benson
|
Title:
|
|
Vice President, Chief Securities,
Governance & Compliance Officer and
Corporate Secretary
|
Date: September 4, 2019
MPLX (NYSE:MPLX)
Historical Stock Chart
From Jun 2024 to Jul 2024
MPLX (NYSE:MPLX)
Historical Stock Chart
From Jul 2023 to Jul 2024