FINDLAY, Ohio, Sept. 5, 2017 - Marathon Petroleum Corp. (NYSE: MPC) today announced that the company's Board of Directors, based on a recommendation from its independent special committee, has determined that maintaining Speedway as a fully integrated business within MPC provides the best opportunity for enhancing long-term shareholder value.
Gary R. Heminger, MPC chairman and chief executive officer, said: "Our board has a well-established track record of taking bold and transformative actions to drive value and will continue to do so when it's in the best interests of shareholders. Following a rigorous review led by an independent committee of the Board, the Board has unanimously concluded that shareholder value is best optimized with Speedway remaining part of our integrated business. We thank the independent committee for its efforts in performing a comprehensive review of options to ensure we are best positioned to deliver the greatest possible long-term value for our shareholders."
Heminger continued: "MPC has returned $1.55 billion to shareholders including share buybacks and dividends through June of this year alone. And, we remain committed to closing the substantial gap between our stock and the intrinsic value of the business through the execution of the remaining dropdowns to MPLX, continued share repurchases, and by highlighting the significant value of our GP interests in MPLX through an exchange of GP economic interests for LP units."
As a continuing demonstration of that commitment to shareholders, the company expects to repurchase approximately $450 million of its shares by the end of the third quarter, funded partially by after-tax cash proceeds from its Sept. 1 dropdown, and another $550 million in the fourth quarter. The company plans to return this additional capital to shareholders prudently and expeditiously - subject to maintaining its current investment grade credit profile - and will further consider repurchasing additional shares in the fourth quarter subject to operating performance and market conditions. Further return of capital is planned with the after-tax cash proceeds from the remaining dropdowns expected to be completed in the first quarter of 2018, again consistent with maintaining an investment grade credit profile.
Since the company announced its strategic actions in January, MPC stock has outperformed its peer group by 6 percent. The Board and management team believe there is still significant upside to the company's valuation and remain committed to further capturing value for the benefit of shareholders, and will not hesitate to act on opportunities to drive shareholder value wherever those opportunities may exist. "We are confident that our value creation plan - combined with our proven operational excellence - will further drive substantial long-term shareholder value," Heminger said.
"Over the past year, MPC has taken significant steps to create value for shareholders. Elliott is supportive of those steps and appreciates the constructive dialogue with the company," said John Pike, senior portfolio manager at Elliott Management. "We are encouraged by management's efforts to date, applaud the intent to repurchase an additional $1 billion in shares by the end of the year, and look forward to the completion of the further midstream transactions in the first quarter of 2018. While we see value in a spin of Speedway, today's decision to maintain an integrated Speedway came after a full, rigorous and independent review. We are also confident in the company's commitment to take further action as needed to realize the upside in the company's value."
Key factors in the MPC Board's decision to maintain Speedway as an integrated business within MPC include the following:
· Substantial integration synergies would be lost as a result of a spin-off or separation. Following an initial supply agreement, MPC estimates the synergy loss at between approximately $270 million and $390 million annually. Any supply agreement structured in pursuit of a tax-free separation would be market-based. Such a conventional, arm's length supply agreement would be limited in term and volume, providing only a temporary offset to the lost synergies.
· A spin-off or separation of Speedway would require at least $2.5 billion of incremental debt reduction at MPC and an additional $1 billion of cash on hand at MPC in order to manage pro forma leverage targets and maintain MPC's current investment grade credit profile. This would be a significant use of MPC cash and likely reduce the future return of capital to shareholders and investments in the business.
· Speedway is a proven, best-in-class convenience store retailer and its value appears to be well understood by the market. The potential advantages of separation are not compelling relative to the disadvantages, nor does Speedway remaining part of MPC present a structural impediment to its long-term growth prospects.
· There is strong value in cash flow diversification, particularly in the energy sector. A separation would leave the remaining business significantly more volatile and vulnerable to sector downturns.
The independent special committee and the Board believe the best vehicle to convey the full value of the businesses is MPC common stock.
In commenting on the engagement with Elliott, Heminger noted: "Throughout the execution of our plan to deliver substantial value to MPC shareholders, the Board and management team have benefitted from our constructive dialogue with, and valuable input from, Elliott and all of our shareholders."
Value Creation Actions
MPC is delivering on the value-enhancing actions announced in January and has increased capital returns. Since January, MPC has contributed assets to MPLX LP (NYSE: MPLX) with a combined transaction value of $3.065 billion, netting $1.7 billion in after-tax cash proceeds and 32 million MPLX units. MPC is on track to complete the dropdown of remaining identified assets, which generate approximately $1 billion in annual EBITDA, by the end of the first quarter of 2018. The company expects to exchange its general partner economic interest in MPLX for MPLX common units in conjunction with the completion of the dropdowns - providing a clear market valuation of MPC's economic interest in the GP and reducing MPLX's cost of capital.
The independent committee of the Board of Directors engaged J.P. Morgan Securities LLC as financial advisor and Jones Day as legal advisor. The company engaged Citigroup Global Markets Inc. as financial advisor and Ernst & Young LLP and Crowell & Moring LLP as tax advisors.
MPC issued an investor presentation which provides additional detail on today's announcement. The presentation can be found by visiting MPC's website at http://www.marathonpetroleum.com and clicking on the "Events & Presentations" tab.
At 8:30 a.m. EDT today, MPC will hold a webcast and conference call to discuss today's announcement. Interested parties may listen to the conference call by dialing 1-888-282-1746 (confirmation number 8530940) or by visiting MPC's website at http://www.marathonpetroleum.com by clicking on the "Strategic Actions Update" link. Replays of the conference call will be available on the company's website through Monday, Sept. 18.
Investor Relations Contacts:
Lisa Wilson (419) 421-2071
Denice Myers (419) 421-2965
Doug Wendt (419) 421-2423
Chuck Rice (419) 421-2521
Katie Merx (419) 672-5159
F o rwar d-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 and our value creation plans. You can identify forward-looking statements by words such as "anticipate," "believe," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "objective," "opportunity," "outlook," "plan," "position," "pursue," "prospective," "predict," "project," "potential," "seek," "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, costs and ability to obtain regulatory or other approvals and consents and otherwise 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; our ability to generate sufficient income and cash flow to effect the intended share repurchases, including within the expected timeframe; our ability to manage disruptions in credit markets or changes to our credit rating; the potential impact on our share price if we are unable to effect the intended share repurchases; 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; continued/further volatility in and/or degradation of market and industry conditions; MPC's ability to successfully implement growth opportunities; the impact of adverse market conditions affecting MPC's and MPLX's midstream businesses; modifications to MPLX earnings and distribution growth objectives, and other risks described below with respect to MPLX; 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, 2016, 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: negative capital market conditions, including an increase of the current yield on common units, adversely affecting MPLX's ability to meet its distribution growth guidance; the time, costs and ability to obtain regulatory or other approvals and consents and otherwise 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; adverse changes in laws including with respect to tax and regulatory matters; 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 access to debt to fund anticipated dropdowns on commercially reasonable terms, and the ability to successfully execute its business plans and growth strategy; the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products; continued/further volatility in and/or degradation of market and industry conditions; changes to the expected construction costs and timing of projects; completion of midstream infrastructure by competitors; 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, 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 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 are available on the SEC website, MPLX's website at http://ir.mplx.com or by contacting MPLX's Investor Relations office.
Non-GAAP Financial Measures
The EBITDA forecasts were determined on an EBITDA-only basis. Accordingly, information related to the elements of net income, including tax and interest, are not available and, therefore, reconciliations of these non-GAAP financial measures to the nearest GAAP financial measures have not been provided.