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Baker Botts Represents Jefferies LLC as Financial Advisor to the Conflicts Committee of MPLX

News Release
Deal Description: December 15, 2017 - Marathon Petroleum Corp. (NYSE: MPC) and MPLX LP (NYSE: MPLX) today announced a definitive agreement for MPC to exchange its general partner (GP) economic interests in MPLX, which include incentive distribution rights (IDRs), for 275 million newly issued MPLX common (LP) units valued at approximately $10.1 billion based on the volume-weighted average price of MPLX over the past 10 days. 

The transaction is expected to close on Feb. 1, 2018, subject to and immediately following the closing of the previously announced dropdown of refining logistics assets and fuels distribution services. Upon closing, MPC will continue to control MPLX through its ownership of the non-economic GP interest in MPLX and will own approximately 64 percent of the outstanding MPLX common units.

This transaction was unanimously approved by the board of directors of MPC. The MPLX board also unanimously approved the transaction following special approval by its independent conflicts committee. The conflicts committee was advised by Jefferies LLC as to financial matters and Andrews Kurth Kenyon LLP as to legal matters. MPC was advised by Citi as to financial matters and Vinson & Elkins LLP as to legal matters.

Baker Botts represented Jefferies LLC as financial advisor to the Conflicts Committee.

Baker Botts Lawyers/Office Involved: Joshua Davidson (Partner, Houston); Leslie Daniel (Associate, Houston).

 

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