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 7, 2017
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)) |
| 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. 333-200621):
| 1. | Underwriting Agreement, dated as of February 7, 2017, among the Issuer, MPLX GP LLC, the general partner of the Issuer, and Barclays Capital Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein; |
| 2. | Sixth Supplemental Indenture, dated as of February 10, 2017, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee; |
| 3. | Seventh Supplemental Indenture, dated as of February 10, 2017, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee; |
| 4. | Opinion of Jones Day; and |
| 5. | 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 7, 2017, among the Issuer, MPLX GP LLC, the general partner of the Issuer, and Barclays Capital Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein | |
| 4.1 | Sixth Supplemental Indenture, dated as of February 10, 2017, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee | |
| 4.2 | Seventh Supplemental Indenture, dated as of February 10, 2017, between the Issuer and The Bank of New York Mellon Trust Company, N.,A., as Trustee | |
| 5.1 | Opinion of Jones Day | |
| 12.1 | Computation of 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 10, 2017 | By: | /s/ Molly R. Benson | ||||
| Name: | Molly R. Benson | |||||
| Title: | Vice President, Corporate Secretary and Chief Compliance Officer | |||||
Index to Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated as of February 7, 2017, among the Issuer, MPLX GP LLC, the general partner of the Issuer, and Barclays Capital Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein | |
| 4.1 | Sixth Supplemental Indenture, dated as of February 10, 2017, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee | |
| 4.2 | Seventh Supplemental Indenture, dated as of February 10, 2017, between the Issuer and The Bank of New York Mellon Trust Company, N.,A., as Trustee | |
| 5.1 | Opinion of Jones Day | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges | |
| 23.1 | Consent of Jones Day (included in Exhibit 5.1) | |