Cases & Deals

Marathon

Marathon Petroleum completes $3.375 billion of exchange offers and consent solicitations in connection with acquisition of Andeavor

Clients Marathon Petroleum Corporation

Jones Day advised Marathon Petroleum Corporation (“MPC”) in connection with its offers to exchange up to $3.375 billion aggregate principal amount of Senior Notes issued by Andeavor for an equal aggregate principal amount of Senior Notes issued by MPC. In connection with the offers to exchange, MPC issued an aggregate principal amount of $336,814,000 of 5.375% Senior Notes due 2022, an aggregate principal amount of $613,986,000 of 4.750% Senior Notes due 2023, an aggregate principal amount of $241,273,000 of 5.125% Senior Notes due 2024, an aggregate principal amount of $718,894,000 of 5.125% Senior Notes due 2026, an aggregate principal amount of $496,464,000 of 3.800% Senior Notes due 2028, and an aggregate principal amount of $497,558,000 of 4.500% Senior Notes due 2048. In addition to the exchange offers, Andeavor solicited consents to adopt certain proposed amendments to each of the indentures governing the Senior Notes issued by Andeavor to eliminate certain of the covenants, restrictive provisions, and events of default from such indentures.

These exchange offers and related consent solicitations were conducted in connection with MPC’s acquisition of Andeavor, which closed on October 1, 2018, in a deal valued at $23.3 billion. The exchange offers and consent solicitations settled on October 2, 2018.

Marathon Petroleum Corporation operates an integrated refining, marketing, and transportation system concentrated primarily in the Midwest, Northeast, East Coast, Southeast, and Gulf Coast regions of the U.S.

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