Filed Pursuant to Rule 433
RegistrationNo. 333-237799
April 23, 2020
Supplementing the Preliminary
Prospectus Supplement dated April 23, 2020
(To Prospectus dated April 23, 2020)
Marathon Petroleum Corporation
Final Pricing Terms
April 23, 2020
| Issuer: | Marathon Petroleum Corporation | |
| Net proceeds (before expenses) to the Issuer: | $2,483,700,000 | |
| Settlement: | T+2; April 27, 2020 | |
| Anticipated Ratings*: | Baa2 (Negative) / BBB (Negative) / BBB (Negative) | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Barclays Capital Inc. RBC Capital Markets, LLC TD Securities (USA) LLC BNP Paribas Securities Corp. MUFG Securities Americas Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. | |
| Co-Managers: | Fifth Third Securities, Inc. Huntington Securities, Inc. | |
| 4.500% Senior Notes due 2023 | ||
| Size: | $1,250,000,000 | |
| Maturity: | May 1, 2023 | |
| Coupon: | 4.500% | |
| Benchmark Treasury: | 0.250% due April 15, 2023 | |
| Benchmark Treasury Yield: | 0.271% | |
| Spread to Benchmark Treasury: | +425 bps | |
| Yield to Maturity: | 4.521% | |
| Price to Public: | 99.941% | |
| Interest Payment Dates: | May 1 and November 1, commencing November 1, 2020, to holders of record at the close of business on the preceding April 15 and October 15, respectively | |
| Make-Whole Call: | T+50 bps (at any time before April 1, 2023) | |
| Par Call: | At any time on or after April 1, 2023 | |
| CUSIP/ISIN: | 56585A BG6 / US56585ABG67 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| 4.700% Senior Notes due 2025 | ||
| Size: | $1,250,000,000 | |
| Maturity: | May 1, 2025 | |
| Coupon: | 4.700% | |
| Benchmark Treasury: | 0.500% due March 31, 2025 | |
| Benchmark Treasury Yield: | 0.369% | |
| Spread to Benchmark Treasury: | +437.5 bps | |
| Yield to Maturity: | 4.744% | |
| Price to Public: | 99.805% | |
| Interest Payment Dates: | May 1 and November 1, commencing November 1, 2020, to holders of record at the close of business on the preceding April 15 and October 15, respectively | |
| Make-Whole Call: | T+50 bps (at any time before April 1, 2025) | |
| Par Call: | At any time on or after April 1, 2025 | |
| CUSIP/ISIN: | 56585A BH4 / US56585ABH41 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at1-800-831-9146, J.P. Morgan Securities LLC collect at1-212-834-4533 or Mizuho Securities USA LLC toll free at1-866-271-7403.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system.
