MPLX LP - FORM 8-K - February 8, 2018

Attached files

file filename
EX-12.1 - EX-12.1 - MPLX LPd527364dex121.htm
EX-5.1 - EX-5.1 - MPLX LPd527364dex51.htm
EX-4.5 - EX-4.5 - MPLX LPd527364dex45.htm
EX-4.4 - EX-4.4 - MPLX LPd527364dex44.htm
EX-4.3 - EX-4.3 - MPLX LPd527364dex43.htm
EX-4.2 - EX-4.2 - MPLX LPd527364dex42.htm
EX-4.1 - EX-4.1 - MPLX LPd527364dex41.htm
EX-1.1 - EX-1.1 - MPLX LPd527364dex11.htm

 

 

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) February 5, 2018

 

 

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)

Registrant’s telephone number, including area code: (419) 421-2414

(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))

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.

MPLX LP (the “Issuer”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-220267):

 

  1. Underwriting Agreement, dated as of February 5, 2018, among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Mizuho Securities USA LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein;

 

  2. Eighth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee;

 

  3. Ninth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee;

 

  4. Tenth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee;

 

  5. Eleventh Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee;

 

  6. Twelfth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee;

 

  7. Opinion of Jones Day; and

 

  8. Computation of Ratio of Earnings to Fixed Charges.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Description

1.1    Underwriting Agreement, dated as of February 5, 2018, among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of Merrill Lynch, Pierce, Fenner  & Smith Incorporated, Barclays Capital Inc., Mizuho Securities USA LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein
4.1    Eighth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee
4.2    Ninth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee
4.3    Tenth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee
4.4    Eleventh Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee
4.5    Twelfth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee
5.1    Opinion of Jones Day
12.1    Ratio of Earnings to fixed charges
23.1    Consent of Jones Day (included in Exhibit 5.1)

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
Date: February 8, 2018       By:  

/s/ Pamela K.M. Beall

    Name: Pamela K.M. Beall
    Title: Executive Vice President and Chief Financial Officer

MPLX LP Reports