Marathon Petroleum Corporation (NYSE:MPC) today issued the
following statement regarding the letter and presentation released
by Elliott Management to MPC’s Board of Directors.
“We have a history of engaging with shareholders on the
important issues facing our company and have always considered
their views objectively,” said Gary R. Heminger, MPC’s chairman,
president and chief executive officer. “We agree with Elliott
Management that there is upside to our valuation, which we are
addressing with the value-creating actions we announced last month,
but we disagree with their letter and presentation.”
“On October 27, we announced several sound, aggressive actions,
including a schedule of substantial dropdown transactions to MPLX
designed to support continued strong distribution growth of MPLX
and drive value back to MPC. As discussed with Elliott, there are
tax and other impediments to an immediate dropdown of all the
assets to MPLX. In addition, we are evaluating strategic
opportunities to highlight and capture the value of MPC’s general
partner interest in MPLX and optimize the cost of capital for MPLX.
We also are assessing changes to our segment reporting structure
related to our midstream assets.”
“We have delivered substantial value through our integrated and
diversified model, including our Speedway retail business with its
best-in-class EBITDA per store. MPC has generated total shareholder
return of 140% since our spinoff (vs. 86% for S&P 500).i We
have returned over $10 billion to shareholders and tripled our
stable cash flows.”
Heminger concluded: “MPC has a strong and longstanding track
record of taking aggressive actions to increase shareholder value.
We are confident our plan will deliver substantial shareholder
value and we are moving ahead expeditiously on each of these
actions.”
About Marathon Petroleum Corporation
MPC is the nation's third-largest refiner, with a crude oil
refining capacity of approximately 1.8 million barrels per calendar
day in its seven-refinery system. Marathon brand gasoline is sold
through approximately 5,400 independently owned retail outlets
across 19 states. In addition, Speedway LLC, an MPC subsidiary,
owns and operates the nation's second-largest convenience store
chain, with approximately 2,770 convenience stores in 22 states.
MPC owns, leases or has ownership interests in approximately 8,400
miles of crude and light product pipelines and more than 5,500
miles of gas gathering and natural gas liquids (NGL) pipelines. MPC
also has ownership interests in 54 gas processing plants, 13 NGL
fractionation facilities and two condensate stabilization
facilities. Through subsidiaries, MPC owns the general partner of
MPLX LP, a midstream master limited partnership. MPC's fully
integrated system provides operational flexibility to move crude
oil, NGLs, feedstocks and petroleum-related products efficiently
through the company's distribution network and midstream service
businesses in the Midwest, Northeast, East Coast, Southeast and
Gulf Coast regions.
Forward-looking Statements
This press release contains forward-looking statements within
the meaning of federal securities laws regarding Marathon Petroleum
Corporation ("MPC") and MPLX LP ("MPLX").These forward-looking
statements relate to, among other things, expectations, estimates
and projections concerning the business and operations of MPC and
MPLX, including proposed strategic initiatives. You can identify
forward-looking statements by words such as "expect," "forecast,"
"guidance," "intend," "opportunity," "plan," "predict,"
"potential," "strategy," "target," "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 MPC's actual results to differ materially from those
implied in the forward-looking statements include: the time and
costs required to consummate the strategic initiatives discussed
herein; the satisfaction or waiver of conditions in the agreements
governing the strategic initiatives discussed herein; our ability
to achieve the strategic and other objectives related to the
strategic initiatives discussed herein; the impact of adverse
market conditions affecting MPC’s and MPLX’s midstream businesses;
adverse changes in laws including with respect to tax and
regulatory matters; inability to agree with the MPLX conflicts
committee with respect to the timing of and value attributed to
assets identified for dropdown; risks described below relating to
MPLX; modifications to MPLX earnings and distribution growth
objectives; continued/further volatility in and/or degradation of
market and industry conditions; changes to MPC's capital budget;
other risk factors inherent to MPC's industry; and the factors set
forth under the heading "Risk Factors" in MPC's Annual Report on
Form 10-K for the year ended Dec. 31, 2015, filed with Securities
and Exchange Commission (SEC). Factors that could cause MPLX's
actual results to differ materially from those implied in the
forward-looking statements include: the time and costs required to
consummate the strategic initiatives discussed herein; the
satisfaction or waiver of conditions in the agreements governing
the strategic initiatives discussed herein; our ability to achieve
the strategic and other objectives related to the strategic
initiatives discussed herein; negative capital market conditions,
including a persistence or increase of the current yield on common
units, which is higher than historical yields, adversely affecting
MPLX's ability to meet its distribution growth guidance; inability
to agree with respect to the timing of and value attributed to
assets identified for dropdown; the adequacy of MPLX's capital
resources and liquidity, including, but not limited to,
availability of sufficient cash flow to pay distributions, and the
ability to successfully execute its business plans and growth
strategy; continued/further volatility in and/or degradation of
market and industry conditions; changes to the expected
construction costs and timing of projects; the suspension,
reduction or termination of MPC's obligations under MPLX's
commercial agreements; modifications to earnings and distribution
growth objectives; the level of support from MPC, including
dropdowns, alternative financing arrangements, taking equity units,
and other methods of sponsor support, as a result of the capital
allocation needs of the enterprise as a whole and its ability to
provide support on commercially reasonable terms; changes to MPLX's
capital budget; other risk factors inherent to MPLX's industry; and
the factors set forth under the heading "Risk Factors" in MPLX's
Annual Report on Form 10-K for the year ended Dec. 31, 2015, and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2016,
filed with the SEC. In addition, the forward-looking statements
included herein could be affected by general domestic and
international economic and political conditions. Unpredictable or
unknown factors not discussed here, in MPC's Form 10-K or in MPLX's
Form 10-K or Form 10-Q could also have material adverse effects on
forward-looking statements. Copies of MPC's Form 10-K are available
on the SEC website, MPC's website at
http://ir.marathonpetroleum.com or by contacting MPC's Investor
Relations office. Copies of MPLX's Form 10-K and Form 10-Q are
available on the SEC website, MPLX's website at http://ir.mplx.com
or by contacting MPLX's Investor Relations office.
Important Additional Information
MPC, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from MPC
shareholders in connection with the matters to be considered at
MPC’s 2017 Annual Meeting. MPC intends to file a proxy statement
with the SEC in connection with any such solicitation of proxies
from MPC shareholders. MPC shareholders are encouraged to read any
such proxy statement and accompanying white proxy card when they
become available as they will contain important information.
Information regarding the ownership of MPC’s directors and
executive officers in MPC shares, restricted shares and options is
included in their SEC filings on Forms 3, 4 and 5. More detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with MPC’s 2017
Annual Meeting. Information can also be found in MPC’s Annual
Report on Form 10-K for the year ended Dec. 31, 2015, filed with
the SEC, and Current Report on Form 8-K filed with the SEC on Oct.
5, 2016. Shareholders will be able to obtain any proxy statement,
any amendments or supplements to the proxy statement and other
documents filed by MPC with the SEC for no charge on the SEC
website, MPC’s website at http://ir.marathonpetroleum.com or by
contacting MPC’s Investor Relations office.
i TSR as of 11/18/16.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161121005880/en/
Investor Relations:Lisa D. Wilson, 419-421-2071Teresa
Homan, 419-421-2965orMedia:Marathon Petroleum
CorporationChuck Rice, 419-421-2521orSard Verbinnen & CoJamie
Tully/Devin Broda, 212-687-8080
Marathon Petroleum (NYSE:MPC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Marathon Petroleum (NYSE:MPC)
Historical Stock Chart
From Apr 2023 to Apr 2024