Marathon offers to swap out six Andeavor issues for acquisition plans

By Susanna Moon

Chicago, Aug. 29 – Marathon Petroleum Corp. said it is offering up to $3,375,000,000 principal amount of new notes and cash in exchange for six series of notes issued by Andeavor in connection with a planned merger.

The total exchange value for each $1,000 principal amount will be par of new notes plus $1.00 in cash.

The total amount includes an early tender premium of $30 principal amount for notes tendered by the early deadline of 5 p.m. ET on Sept. 12.

The company is offering to swap out notes issued by Andeavor for new Marathon notes as follows:

• $475 million of 5.375% senior notes due Oct. 1, 2022 for new 5.375% senior notes due 2022;

• $850 million of 4.75% senior notes due Dec. 15, 2023 for new 4.75% senior notes due 2023;

• $300 million of 5.125% senior notes due April 1, 2024 for new 5.125% senior notes due 2024;

• $750 million of 5.125% senior notes due Dec. 15, 2026 for new 5.125% senior notes due 2026;

• $500 million of 3.8% senior notes due April 1, 2028 for new 3.8% senior notes due 2028; and

• $500 million of 4.5% senior notes due April 1, 2048 for new 4.5% senior notes due 2048.

Along with the exchange offers, Andeavor is soliciting consents to amend the note indentures to eliminate some of the covenants, restrictive provisions and events of default, according to a company announcement.

Each exchange offer and consent solicitation is conditioned upon the completion of the other exchange offers and consent solicitations, although that condition may be waived, the release noted.

The offers are also conditioned upon closing of the proposed acquisition of Andeavor by Marathon.

The exchange offers will continue until 12:01 a.m. ET on Oct. 1.

The settlement date is expected to be the business day after the offers end.

The offers are only being made to holders who are qualified institutional buyers under Rule 144A or non-U.S. persons under Rule 902.

Global Bondholder Services Corp. (866 924-2200, 212 430-3774 or gbsc-usa.com/eligibility/marathon) is the exchange agent and information agent.

Marathon Petroleum is a crude oil refiner based in Findlay, Ohio.

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