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Section 1: 8-K (8-K)

8-K
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.  

 

 


Item 8.01 Other Events.

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

   

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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

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Section 2: EX-23.1 (EX-23.1)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated February 28, 2019, with respect to the consolidated financial statements of Andeavor Logistics LP, and the effectiveness of internal control over financial reporting of Andeavor Logistics LP, incorporated by reference in this Current Report on Form 8-K, for the year ended December 31, 2018, filed with the Securities and Exchange Commission, and incorporated by reference in the Registration Statements on Form S-3 of MPLX LP (File Nos. 333-219795, 333-220267 and 333-230172) and Form S-8 of MPLX LP (File Nos. 333-184707, 333-222474 and 333-223599).

/s/ Ernst & Young LLP

San Antonio, Texas

September 4, 2019

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