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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 18, 2020
 _____________________________________________
MPLX LP
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware
 
001-35714
 
27-0005456
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

200 E. Hardin Street, Findlay, Ohio 45840
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (419) 421-2414
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
symbol(s)
Name of each exchange on which registered
Common Units Representing Limited Partnership Interests
MPLX
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐

 




Item 8.01
Other Events.
MPLX LP (the “Issuer”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-220267):
 
1.
Underwriting Agreement, dated as of August 11, 2020, by and among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of RBC Capital Markets, LLC, J.P. Morgan Securities LLC, and MUFG Securities Americas Inc.,  acting as representatives of the several underwriters named therein;
 
2.
Twenty-Third Supplemental Indenture, dated as of August 18, 2020, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Notes);
 
3.
Twenty-Fourth Supplemental Indenture, dated as of August 18, 2020, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Notes); and
 
4.
Opinion of Jones Day

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit Number
 
Description
 
 
 
 
 
Underwriting Agreement, dated as of August 11, 2020, by and among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of RBC Capital Markets, LLC, J.P. Morgan Securities LLC, and MUFG Securities Americas Inc., acting as representatives of the several underwriters named therein
 
Twenty-Third Supplemental Indenture, dated as of August 18, 2020, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Notes)
 
Twenty-Fourth Supplemental Indenture, dated as of August 18, 2020, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Notes)
 
Opinion of Jones Day
 
Consent of Jones Day (included in Exhibit 5.1)
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
MPLX LP
 
 
 
 
 
 
 
By:
 
MPLX GP LLC, its General Partner
 
 
 
 
 
 
 
 
Date: August 18, 2020
By:
 
/s/ Molly R. Benson
 
 
 
Name: Molly R. Benson
 
 
 
Title: Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary