Marathon Petroleum (MPC) announces preliminary results of tender offer

June 15, 2021 7:05 AM EDT

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Marathon Petroleum Corp. (NYSE: MPC) today announced the preliminary results of its "modified Dutch auction" tender offer, which expired at midnight, New York City time, at the end of the day on June 14, 2021.

Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of approximately 15.6 million shares of MPC's common stock were validly tendered and not validly withdrawn at or below a purchase price of $63.00 per share, including approximately 10.4 million shares that were tendered through notice of guaranteed delivery. These shares represent approximately 2.4% of MPC's outstanding common stock as of May 3, 2021.

In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, MPC expects to accept for payment all of the approximately 15.6 million shares of its common stock that were validly tendered and not validly withdrawn at a purchase price of $63.00 per share, for an aggregate cost of approximately $981 million, excluding fees and expenses relating to the tender offer. As such, MPC expects that there will be no proration factor.

On May 14, 2021, in connection with the closing of the sale of its Speedway business, MPC announced a total share repurchase authorization of $10 billion of its common stock with no expiration date. Upon completion of the tender offer, MPC expects to have approximately $9 billion remaining under its share repurchase authorization.

"The tender offer represents an early step in executing our plans to quickly return capital to shareholders," said Executive Vice President and Chief Financial Officer Maryann T. Mannen. "We remain committed to our previously announced plans to execute on our outstanding share repurchase authorization and are confident in our ability to complete the remaining authorization amount over the next 12 to 18 months."

MPC may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated share repurchases, tender offers or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans. The timing of repurchases will depend upon several factors, including market and business conditions, and repurchases may be discontinued at any time. Additionally, under applicable securities laws, MPC may not repurchase any shares, other than in the tender offer, until the conclusion of a ten-business day period from the expiration of the offer.

The number of shares expected to be purchased in the tender offer is preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased in the tender offer will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter.

J.P. Morgan Securities LLC and Barclays Capital Inc. acted as dealer managers for the tender offer. Georgeson LLC served as information agent for the tender offer and Computershare Trust Company, N.A. served as the depositary for the tender offer. Shareholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Georgeson LLC, at (888) 565-5423 (toll free).



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