Introductory Note
On October 1, 2018, Marathon Petroleum Corporation (“MPC”), a Delaware corporation, completed its acquisition of Andeavor through the merger of MPC’s wholly owned subsidiary, Mahi Inc., with and into Andeavor (the “First Merger”), with Andeavor surviving the First Merger as a wholly owned subsidiary of MPC, and the subsequent merger of Andeavor with and into MPC’s wholly owned subsidiary, Andeavor LLC (f/k/a Mahi LLC) (the “Second Merger” and together with the First Merger, the “Merger”), with Andeavor LLC surviving the Second Merger as a wholly owned subsidiary of MPC. In the Merger, Andeavor stockholders will receive approximately $3.5 billion in cash and approximately 240 million shares of MPC common stock, par value $0.01 per share.
Following the Merger, MPC is the beneficial owner of approximately 156 million common units representing limited partnership interests (“Common Units”) in Andeavor Logistics LP (the “Company”) out of approximately 245 million common units outstanding as of October 1, 2018, representing an approximate 63.6% limited partner interest. MPC is also the beneficial owner of 100% of the equity interests of Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Company (the “General Partner”).
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note of this Current Report on Form8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignations and Appointments
On September 26, 2018, Raymond J. Bromark notified the Board of Directors of the General Partner (the “Board”), that he would resign as a member of the Board, effective September 27, 2018, including any committees of the Board on which he serves. Mr. Bromark’s resignation is not due to any disagreement with the Company, its management or the Board on any matter relating to its operations, policies or practices.
Effective October 1, 2018, in connection with the Merger, Steven M. Sterin, Jeff A. Stevens and Michael E. Wiley resigned as members of the Board. The resignations of these individuals are not due to any disagreement with the Company, its management or the Board on any matter relating to its operations, policies or practices.
Gregory J. Goff, Sigmund L. Cornelius, Ruth I. Dreessen and James H. Lamanna will continue to serve on the Board.
Effective October 1, 2018, following the closing of the Merger, the members of the General Partner entered into an amendment to the Third Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC and increased the size of the Board to ten members. Gary R. Heminger, Donald C. Templin, Timothy T. Griffith, Pamela K. M. Beall, Frank M. Semple and Michael J. Hennigan were appointed as members of the Board. Messrs. Heminger, Templin, Griffith and Hennigan and Ms. Beall are compensated by MPC for their service as officers of MPC or MPLX and will not receive any additional compensation for their service on the Board. Mr. Semple is expected to be appointed as a member of a board observer committee at the Company, the members of which will attend various meetings of the MPC board of directors to enable them to provide relevant insight to the General Partner’s Board respecting MPC’s enterprise-wide strategy and other matters of interest to the Company. Mr. Semple will receive compensation from the Company for such service in amounts to be determined at a later date.
Officer Resignations and Appointments
Effective October 1, 2018, concurrent with the closing of the Merger, the Board removed Gregory J. Goff, Steven M. Sterin, and Kim K.W. Rucker, as officers of the General Partner.
Effective October 1, 2018, following the closing of the Merger, the Board appointed Gary R. Heminger as Chief Executive Officer of the General Partner. In satisfaction of the disclosure required by Items 401(b) and 401(e) of RegulationS-K with respect to Mr. Heminger, the section of MPC’s Annual Report on Form10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on February 28, 2018, entitled “Executive and Corporate Officers of the Registrant” is incorporated by reference herein.
