FINDLAY, Ohio--(BUSINESS WIRE)--
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161121005880/en/
Investor Relations:
Lisa D. Wilson, 419-421-2071
Teresa
Homan, 419-421-2965
or
Media:
Marathon Petroleum
Corporation
Chuck Rice, 419-421-2521
or
Sard Verbinnen &
Co
Jamie Tully/Devin Broda, 212-687-8080
Source: Marathon Petroleum Corporation