Obligation MPLEX 1.285% ( US55336VBH24 ) en USD

MPLEX

100 % ⇌

Etas-Unis

US55336VBH24 ( en USD )

1.285% par an ( paiement trimestriel )

09/09/2022 - Obligation échue

Prospectus brochure de l'obligation MPLX US55336VBH24 en USD 1.285%, échue

2 000 USD

1 000 000 000 USD

55336VBH2

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

MPLX est une société américaine d'énergie spécialisée dans le raffinage, le transport et le stockage de produits pétroliers et de gaz naturel.

L'Obligation émise par MPLEX ( Etas-Unis ) , en USD, avec le code ISIN US55336VBH24, paye un coupon de 1.285% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 09/09/2022

L'Obligation émise par MPLEX ( Etas-Unis ) , en USD, avec le code ISIN US55336VBH24, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par MPLEX ( Etas-Unis ) , en USD, avec le code ISIN US55336VBH24, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424B5
424B5 1 d788631d424b5.htm FORM 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-220267
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Title of each Class of
Amount to be
Maximum
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Offering Price
Registration Fee (1)
Floating Rate Notes due 2021

$1,000,000,000

100.000%

$1,000,000,000

$121,200
Floating Rate Notes due 2022

$1,000,000,000

100.000%

$1,000,000,000

$121,200
Total

$2,000,000,000

$2,000,000,000

$242,400

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To prospectus dated August 30, 2017)
$2,000,000,000

MPLX LP
$1,000,000,000 Floating Rate Senior Notes due 2021
$1,000,000,000 Floating Rate Senior Notes due 2022

MPLX LP, or "MPLX," "we" or "us," is offering $1,000,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021, which we refer to as the
"2021 notes," and $1,000,000,000 aggregate principal amount of Floating Rate Senior Notes due 2022, which we refer to as the "2022 notes." We collectively refer to
the 2021 notes and the 2022 notes as the "notes."
We will pay interest on the notes quarterly in arrears on March 9, June 9, September 9 and December 9 of each year they are outstanding, commencing
on December 9, 2019.
We have the option to redeem at par some or all of the 2021 notes and the 2022 notes at any time and from time to time on or after the applicable date specified
under the heading "Description of the Notes--Optional Redemption."
The notes will be unsecured unsubordinated obligations of MPLX and will rank equally with all of MPLX's other unsecured unsubordinated debt from time to
time outstanding, but will be effectively junior to MPLX's secured indebtedness to the extent of the value of the relevant collateral. The notes will not be the obligation
of any of MPLX's subsidiaries and will be structurally subordinated to all indebtedness and other obligations of MPLX's subsidiaries.
Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities exchange or to
have the notes quoted on any automated quotation system.
Investing in the notes involves risks. You should carefully consider the risk factors on page S-9 of this prospectus
supplement and in the accompanying prospectus.

Per
Per

2021 Note

Total

2022 Note

Total

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Form 424B5
Public Offering Price(1)

100.000%
$ 1,000,000,000
100.000%
$ 1,000,000,000
Underwriting discount

0.350%
$
3,500,000

0.400%
$
4,000,000
Proceeds (before expenses)

99.650%
$
996,500,000
99.600%
$
996,000,000

(1)
Plus accrued interest, if any, from September 9, 2019 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the notes offered hereby in book-entry form will be made only through the facilities of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank, S.A./N.V. and Clearstream Banking, société anonyme, on or about September 9, 2019. This settlement date may affect trading
of the notes. See "Underwriting (Conflicts of Interest)."

Joint Book-Running Managers

Citigroup

Barclays

RBC Capital Markets
BNP PARIBAS

Goldman Sachs & Co. LLC

Scotiabank
US Bancorp
Wells Fargo Securities

Senior Co-Managers

BB&T Capital Markets

Comerica Securities

Fifth Third Securities
Huntington Capital Markets

BNY Mellon Capital Markets, LLC
Loop Capital Markets
The Williams Capital Group, L.P.
The date of this prospectus supplement is September 4, 2019.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-ii
INFORMATION WE INCORPORATE BY REFERENCE
S-ii
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-9
USE OF PROCEEDS
S-15
CAPITALIZATION
S-16
DESCRIPTION OF OTHER INDEBTEDNESS
S-18
DESCRIPTION OF THE NOTES
S-20
SUPPLEMENTAL INFORMATION REGARDING OUR PARTNERSHIP AGREEMENT
S-35
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-36
CERTAIN ERISA CONSIDERATIONS
S-41
UNDERWRITING (CONFLICTS OF INTEREST)
S-43
LEGAL MATTERS
S-48
EXPERTS
S-48
PROSPECTUS

Page
ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
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Form 424B5
INFORMATION WE INCORPORATE BY REFERENCE

1
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

2
THE COMPANY

6
RISK FACTORS

7
USE OF PROCEEDS

8
RATIO OF EARNINGS TO FIXED CHARGES

8
DESCRIPTION OF DEBT SECURITIES

9
DESCRIPTION OF THE COMMON UNITS

16
DESCRIPTION OF OTHER CLASSES OF UNITS REPRESENTING LIMITED PARTNER INTERESTS

18
PROVISIONS OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS

20
OUR PARTNERSHIP AGREEMENT

32
MATERIAL FEDERAL INCOME TAX CONSEQUENCES

45
STATE, LOCAL, FOREIGN AND OTHER TAX CONSIDERATIONS

62
INVESTMENT IN MPLX LP BY EMPLOYEE BENEFIT PLANS

63
PLAN OF DISTRIBUTION

65
LEGAL MATTERS

67
EXPERTS

67
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering in two parts. The first part is this prospectus supplement which describes the specific terms of this
offering and adds to, updates and changes information contained in the accompanying prospectus. The second part is the accompanying prospectus, which
provides general information, some of which may not apply to this offering. This prospectus supplement should be read in conjunction with the
accompanying prospectus. To the extent the information contained in this prospectus supplement is inconsistent with the information in the accompanying
prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus, or in
any free writing prospectus that we may provide to you. We have not, and the underwriters have not, authorized anyone to provide you with different
information. We are not, and the underwriters are not, making offers to sell the notes in any jurisdiction in which an offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You
should not assume that the information contained in this prospectus supplement, the accompanying prospectus, or any document incorporated by reference
is accurate as of any date other than the date on the cover page of those respective documents. Our business, financial condition, results of operations and
prospects may have changed since those respective dates.
Except as otherwise indicated, references in this prospectus supplement to "MPLX," the "Partnership," "we," "us" and "our" refer to MPLX LP and
its consolidated subsidiaries. References to "MPLX LP" refer to MPLX LP but not its subsidiaries. References to "MarkWest" refer to our wholly-owned
subsidiary MarkWest Energy Partners, L.P. and its subsidiaries. References to "ANDX" refer to our wholly-owned subsidiary Andeavor Logistics LP and
its subsidiaries. References to "MPC" refer to Marathon Petroleum Corporation and its consolidated subsidiaries, excluding MPLX LP and its consolidated
subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, which we refer to as the Exchange Act. We file
annual, quarterly and current reports and other information with the Securities and Exchange Commission, which we refer to as the SEC. The SEC
maintains an Internet site that contains information MPLX has filed electronically with the SEC, which you can access over the Internet at
http://www.sec.gov. You can also obtain information about MPLX at our website at http://www.mplx.com. We do not intend for information contained on,
or accessible through, our website to be part of this prospectus supplement or the accompanying prospectus, other than documents that we file with the SEC
that are incorporated by reference in this prospectus supplement or the accompanying prospectus.
INFORMATION WE INCORPORATE BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus supplement and the accompanying prospectus the information in documents we
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Form 424B5
have filed with the SEC. This means that we can disclose important information to you without actually including the specific information in the
prospectus supplement or accompanying prospectus by referring you to other documents filed separately with the SEC. These other documents contain
important information about us, our financial condition and results of operation. The information we incorporate by reference is considered to be a part of
this prospectus supplement and the accompanying prospectus. Information that we file with the SEC after the date of this prospectus supplement will
automatically update and supersede the information contained in this prospectus supplement and the accompanying prospectus. Any statement contained in
any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus
supplement and

S-ii
Table of Contents
the accompanying prospectus to the extent that a statement contained in or omitted from this prospectus supplement or the accompanying prospectus, or in
any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the
accompanying prospectus.
We incorporate by reference the following documents into this prospectus supplement:

·
our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (filed with the SEC on February 28, 2019);

·
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019 (filed with the SEC on May 9, 2019

and August 5, 2019, respectively); and

·
our Current Reports on Form 8-K filed on May 8, 2019 (SEC Accession No. 0001193125-19-140401), June 28, 2019, August 1, 2019 (SEC

Accession No. 0001552000-19-000060), as amended by the Current Report on Form 8-K/A filed on August 14, 2019 (SEC Accession
No. 0001193125-19-221279), and September 4, 2019.
We also incorporate by reference any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding
information deemed to be furnished and not filed with the SEC) until the termination of this offering. We do not and will not, however, incorporate by
reference in this prospectus supplement any documents or portions thereof that are not deemed "filed" with the SEC, including any information furnished
pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K unless, and except to the extent, specified in such current reports.
You may request a copy of these filings, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into
the filing, at no cost, by writing or telephoning MPLX at the following address or telephone number:
MPLX LP
200 E. Hardin Street
Findlay, Ohio 45840
Attention: Investor Relations
Telephone: (419) 421-2414
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated herein by reference, includes forward-looking
statements within the meaning of federal securities laws. You can identify our forward-looking statements by words such as "anticipate," "believe,"
"could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may," "objective," "opportunity," "outlook," "plan,"
"position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "will," "would," or other similar expressions
that convey the uncertainty of future events or outcomes. When considering these forward-looking statements, you should keep in mind the risk factors and
other cautionary statements contained in this prospectus supplement and the documents we have incorporated by reference.
Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or
uncertainties that relate to:

·
MPLX's acquisition of ANDX;

S-iii
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·
future levels of revenues and other income, income from operations, net income attributable to MPLX, earnings per unit, adjusted earnings

before interest, taxes, depreciation and amortization, which we refer to as EBITDA, or distributable cash flow, which we refer to as DCF;

·
the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, natural gas liquids, which we refer to

as NGLs, and other feedstocks;

·
the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based

products;

·
our ability to manage disruptions in credit markets or changes to our credit rating;

·
anticipated levels of drilling activity, production rates and volumes of throughput of crude oil, natural gas, NGLs, refined products or other

hydrocarbon-based products;

·
future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;

·
the success or timing of completion of ongoing or anticipated capital or maintenance projects;

·
the reliability of processing units and other equipment;

·
expectations regarding joint venture arrangements and other acquisitions, including the dropdowns completed by MPC, or divestitures of

assets;

·
business strategies, growth opportunities and expected investments;

·
the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to pay distributions and

access debt on commercially reasonable terms;

·
the effect of restructuring or reorganization of business components;

·
the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows;

·
the potential effects of changes in tariff rates on our business, financial condition, results of operations and cash flows;

·
continued or further volatility in and/or degradation of general economic, market, industry or business conditions;

·
compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations and/or enforcement

actions initiated thereunder;

·
our ability to successfully execute our business plans, growth strategy and self-funding model;

·
capital market conditions, including the cost of capital, and our ability to raise adequate capital to execute our business plan and implement

our growth strategy; and

·
the anticipated effects of actions of third parties such as competitors; or federal, foreign, state or local regulatory authorities; or plaintiffs in

litigation.
Our forward-looking statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties
and assumptions that we cannot predict. Material differences between actual results and any future performance suggested in our forward-looking
statements could result from a variety of factors, including the following:

·
volatility or degradation in general economic, market, industry or business conditions;

·
risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges;

S-iv
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·
availability and pricing of domestic and foreign supplies of natural gas, NGLs and crude oil and other feedstocks;

·
availability and pricing of domestic and foreign supplies of refined products such as gasoline, diesel fuel, jet fuel, home heating oil and

petrochemicals;

·
foreign imports and exports of crude oil, refined products, natural gas and NGLs;

·
completion of midstream infrastructure by competitors;

·
midstream and refining industry overcapacity or under capacity;

·
changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs,
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feedstocks and refined products;

·
the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;

·
fluctuations in consumer demand for refined products, natural gas and NGLs, including seasonal fluctuations;

·
changes to the expected construction costs and timing of projects and planned investments, and our ability to obtain regulatory and other

approvals with respect thereto;

·
political and economic conditions in nations that consume refined products, natural gas and NGLs, including the United States, and in crude

oil producing regions, including the Middle East, Africa, Canada and South America;

·
actions taken by our competitors, including pricing adjustments and the expansion and retirement of pipeline capacity, processing,

fractionation and treating facilities in response to market conditions;

·
changes in fuel and utility costs for our facilities;

·
failure to realize the benefits projected for capital projects, or cost overruns associated with such projects;

·
the ability to achieve strategic and financial objectives, including with respect to proposed projects and transactions;

·
accidents or other unscheduled shutdowns affecting our machinery, pipelines, processing, fractionation and treating facilities or equipment, or

those of our suppliers or customers;

·
unusual weather conditions and natural disasters;

·
disruptions due to equipment interruption or failure, including electrical shortages and power grid failures;

·
acts of war, terrorism or civil unrest that could impair our ability to gather, process, fractionate or transport crude oil, natural gas, NGLs or

refined products;

·
state and federal environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance;

·
the ability to complete any divestitures on commercially reasonable terms and/or within the expected timeframe, and the effects of any such

divestitures on the business, financial condition, results of operations and cash flows;

·
adverse changes in laws including with respect to tax and regulatory matters;

·
modifications to financial policies, capital budgets, and earnings and distributions;

·
rulings, judgments or settlements and related expenses in litigation or other legal, tax or regulatory matters, including unexpected

environmental remediation costs, in excess of any reserves or insurance coverage;

S-v
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·
the suspension, reduction or termination of MPC's obligations under MPLX's commercial agreements;

·
political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing,

fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs or other hydrocarbon-based
products;

·
labor and material shortages;

·
changes to our capital budget;

·
the ability and willingness of parties with whom we have material relationships to perform their obligations to us;

·
negative capital market conditions, including an increase of the current yield on our common units, adversely affecting our ability to meet our

distribution growth guidance;

·
changes in the credit ratings assigned to our debt securities and trade credit, changes in the availability of unsecured credit, changes affecting

the credit markets generally and our ability to manage such changes; and

·
other risks described under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018 and

subsequent Quarterly Reports on Form 10-Q.
We do not undertake any obligation to update the forward-looking statements included or incorporated by reference in this prospectus supplement or
the accompanying prospectus, unless we are required by applicable securities laws to do so.
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SUMMARY
The following summary information is qualified in its entirety by the information contained elsewhere in this prospectus supplement and the
accompanying prospectus, including the documents we have incorporated by reference and in the indenture governing the notes, which we refer to as
the indenture, as described under "Description of the Notes." Because this is a summary, it does not contain all the information that may be
important to you. We urge you to read this entire prospectus supplement and the accompanying prospectus as well as the other documents
incorporated by reference, carefully, including the "Risk Factors" sections and our consolidated financial statements and the related notes.
Partnership Information
We are a diversified, large-cap master limited partnership with our common units traded on the New York Stock Exchange under the symbol
"MPLX." We were formed in 2012 by MPC and are headquartered in Findlay, Ohio. We own and operate midstream energy infrastructure and
logistics assets and provide fuels distribution services. Our assets include a network of crude oil and refined petroleum product pipelines; an inland
marine business; light-product terminals; storage caverns; refinery tanks, docks, loading racks, and associated piping; and crude and light-product
marine terminals. We also own crude oil and natural gas gathering systems and pipelines as well as natural gas and NGL processing and fractionation
facilities in key U.S. supply basins. Our operations are conducted in the following operating segments: Logistics and Storage, which we refer to as
L&S, and Gathering and Processing, which we refer to as G&P.
Our principal executive offices are located at 200 E. Hardin Street, Findlay, Ohio 45840, and our telephone number at that location is (419)
421-2414.
Strategic Relationship to MPC
We have a strategic relationship with MPC. MPC is a leading, integrated downstream energy company that operates the nation's largest refining
system with over 3 million barrels per day of crude oil capacity across 16 refineries. MPC's marketing system includes branded locations across the
United States, including Marathon brand retail outlets. In addition, Speedway LLC, a subsidiary of MPC, owns and operates retail convenience stores
across the United States. MPC controls, conducts and manages our operations and activities through its ownership of MPLX GP LLC, our general
partner, which we refer to as MPLX GP. In addition, MPC beneficially owns approximately 63 percent of our outstanding common units. Many of the
assets we operate and services we perform for MPC are integral to MPC's operations and success. Accordingly, we believe that our relationship with
MPC will continue to provide us with significant growth opportunities and a base of stable cash flows.
Recent Developments
ANDX Merger
On May 7, 2019, ANDX, Tesoro Logistics GP, LLC, a Delaware limited liability company and the former general partner of ANDX, which we
refer to as TLGP, MPLX, MPLX GP, and MPLX MAX LLC, a Delaware limited liability company and wholly owned subsidiary of MPLX, which
we refer to as the Merger Sub, entered into an Agreement and Plan of Merger, which we refer to as the Merger Agreement, pursuant to which Merger
Sub agreed to be merged with and into ANDX with ANDX surviving the merger as a wholly owned subsidiary of MPLX, which we refer to as the
Merger. On July 30, 2019, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable
provisions of the Delaware Revised Uniform

S-1
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Limited Partnership Act and the Delaware Limited Liability Company Act, the Merger was completed. At the effective time of the Merger, the
separate existence of Merger Sub ceased, and ANDX survived the Merger as a wholly owned subsidiary of MPLX. At the effective time of the
Merger, and in accordance with the terms of the Merger Agreement, Andeavor Logistics GP LLC, a Delaware limited liability company and wholly
owned subsidiary of MPLX, which we refer to as ANDX GP, was admitted as the new general partner of ANDX; concurrently therewith, TLGP
ceased to be the general partner of ANDX. Following the closing of the Merger, MPLX controls ANDX through its direct ownership of 100% of the
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membership interests of ANDX GP and its ownership of 100% of the outstanding common units of ANDX.
In connection with the closing of the Merger, we borrowed approximately $1.5 billion under our revolving credit facility (as defined under
"Description of Other Indebtedness--Revolving Credit Facility") to repay all amounts outstanding under and terminate ANDX's previously existing
credit facilities. See "Description of Other Indebtedness--Revolving Credit Facility."
Exchange Offers and Consent Solicitation
Senior notes issued by ANDX and Tesoro Logistics Finance Corp., a wholly-owned subsidiary of ANDX, which we refer to as Finance Corp.,
having an aggregate principal amount of $3.75 billion, which we refer to as the ANDX senior notes, remain outstanding following the Merger. On
August 22, 2019, in connection with the Merger, we commenced offers to exchange certain series of ANDX senior notes having an aggregate
principal amount of $3.25 billion for (1) up to $3.25 billion aggregate principal amount of new notes issued by MPLX LP having the same maturity
and interest rates as the ANDX senior notes to be exchanged and (2) cash, which we refer to as the ANDX Exchange Offer. On the same date, ANDX
and Finance Corp. commenced consent solicitations from holders of each series of ANDX senior notes to amend the indentures governing the ANDX
senior notes that are subject to the ANDX Exchange Offer to remove certain restrictive and reporting covenants and events of default.
We are not making an offer to exchange or soliciting consents with respect to ANDX's 5.500% senior notes due October 15, 2019, which we
refer to as the ANDX 5.500% senior notes due 2019, having an aggregate principal amount of $500 million outstanding. We intend to use a portion of
the net proceeds from this offering to repay, redeem or otherwise retire the ANDX 5.500% senior notes due 2019. See "Use of Proceeds."
In connection with announcing the ANDX Exchange Offer, on August 22, 2019, we announced that we intend to issue or raise new debt in the
near term to repay a material portion of the debt outstanding under our revolving credit facility and our amended and restated intercompany loan
agreement with MPC, which we refer to as the MPC Loan Agreement. This offering is part of the new debt contemplated in the announcement. In
addition to this offering, we have initiated a process to establish a new term loan, the proceeds of which would be used to repay such debt.
Portfolio Optimization
On August 1, 2019, MPLX announced that it is working with MPC on a portfolio optimization initiative, which could include asset divestitures.
Proceeds from any divestitures would be used for general partnership purposes, such as investments in high-return projects as well as debt reduction.

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The Offering

Issuer
MPLX LP, a Delaware limited partnership.

Securities Offered
$2,000,000,000 aggregate principal amount of notes, consisting of $1,000,000,000 principal
amount of Floating Rate Senior Notes due 2021 and $1,000,000,000 principal amount of
Floating Rate Senior Notes due 2022.

Maturity Dates
The 2021 notes will mature on September 9, 2021 and the 2022 notes will mature on
September 9, 2022.

Interest Payment Dates
We will pay interest on the notes quarterly in arrears on March 9, June 9, September 9 and
December 9 of each year they are outstanding, commencing on December 9, 2019.

Interest Rates
The 2021 notes will bear interest from September 9, 2019 at a floating rate equal to three-
month USD LIBOR (as defined herein) plus 0.900% per annum and the 2022 notes will bear
interest from September 9, 2019 at a floating rate equal to three-month USD LIBOR plus
1.100% per annum, subject to the provisions set forth under "Description of the Notes--
Interest"; provided, however, that the minimum interest rate on the notes shall not be less
than 0.000%.

Optional Redemption
We may redeem the 2021 notes, in whole or in part, on or after September 10, 2020 (the first
business day after the date that is one year prior to the maturity of the 2021 notes) at a
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redemption price equal to 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest to, but not including, the date of redemption. We may redeem the
2022 notes, in whole or in part, on or after September 10, 2020 (the first business day after
the date that is two years prior to the maturity of the 2022 notes) at a redemption price equal
to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid
interest to, but not including, the date of redemption.

Ranking
The notes will be our senior unsecured obligations, will rank equally with all our other
senior unsecured debt, including all other unsubordinated notes issued under the indenture
from time to time outstanding. The notes will be effectively junior to our secured
indebtedness to the extent of the value of the relevant collateral and will be effectively
subordinated to all indebtedness and other obligations of our subsidiaries. The notes will be
exclusively our obligation, and not the obligation of any of our subsidiaries. Our rights and
the rights of any holder of notes (or other of our creditors) to participate in the assets of any
subsidiary upon that subsidiary's liquidation or recapitalization will be subject to the prior
claims of the subsidiary's creditors, except to the extent that we may be a creditor with
recognized claims against the subsidiary. See "Description of the Notes--Ranking."

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Certain Covenants
The indenture includes covenants that will, among other things, limit our ability and the
ability of our subsidiaries to create or permit to exist mortgages and other liens with respect
to principal properties, enter into sale and leaseback transactions with respect to principal
properties and merge or consolidate with any other entity or sell or convey all or substantially
all of our assets, and will require us to provide certain information to the trustee (as defined
below) and holders of the notes. These covenants will be subject to a number of important
qualifications and limitations. See "Description of the Notes--Certain Covenants."

Future Issuances
The 2021 notes will be limited initially to $1,000,000,000 in aggregate principal amount and
the 2022 notes will be limited initially to $1,000,000,000 in aggregate principal amount. We
may, however, "re-open" each series of notes and issue an unlimited aggregate principal
amount of additional notes of that series without the consent of the holders of the notes.

Form and Denomination
The notes of each series will be represented by global certificates deposited with, or on
behalf of, The Depository Trust Company, which we refer to as DTC, or its nominee. The
notes of each series will be issued in fully registered form in denominations of $2,000 and in
integral multiples of $1,000 in excess thereof. See "Description of the Notes--Book-Entry;
Delivery and Form."

Use of Proceeds
We expect to receive net proceeds, after deducting underwriting discounts and estimated
offering expenses, of approximately $1,988 million from this offering. We intend to use a
portion of the net proceeds from this offering to repay, redeem or otherwise retire the ANDX
5.500% senior notes due 2019, of which $500 million aggregate principal amount is
outstanding. Pending that final use, we intend to use the net proceeds from this offering to
repay borrowings under our revolving credit facility and the MPC Loan Agreement and/or
for general partnership purposes. See "Use of Proceeds."

Conflicts of Interest
Affiliates of certain of the underwriters are lenders under our revolving credit facility and,
accordingly, may receive an amount in excess of 5% of the net proceeds from this offering.
The foregoing payments may constitute a "conflict of interest" under Rule 5121 of the
Financial Industry Regulatory Authority, Inc., which refer to as FINRA. Consequently, this
offering will be conducted in accordance with the requirements of FINRA Rule 5121. See
"Use of Proceeds" and "Underwriting (Conflicts of Interest)--Conflicts of Interest."

No Listing of the Notes
We do not intend to apply to list the notes on any securities exchange or to have the notes
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Form 424B5
quoted on any automated quotation system.

Governing Law
The notes will be, and the indenture is, governed by the laws of the State of New York.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.

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Table of Contents
Risk Factors
See "Risk Factors" and other information in this prospectus supplement and the
accompanying prospectus for a discussion of factors that should be carefully considered
before investing in the notes.

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Table of Contents
Selected Historical Consolidated Financial Data of MPLX
The following table presents selected historical consolidated financial data for MPLX as of and for the years ended December 31, 2018, 2017,
2016, 2015 and 2014 and selected historical condensed consolidated financial data as of and for the six months ended June 30, 2019 and 2018. The
selected historical consolidated financial data for each of the years ended December 31, 2018, 2017 and 2016 and as of December 31, 2018 and 2017
have been derived from MPLX's audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year
ended December 31, 2018, which is incorporated by reference herein. The selected historical consolidated financial data for each of the years ended
December 31, 2015 and 2014 and as of December 31, 2016, 2015 and 2014 have been derived from MPLX's selected financial data presented in Item
6 included in its Annual Report on Form 10-K for the year ended December 31, 2018, which included recasted historical results of predecessors. The
selected historical condensed consolidated financial data as of June 30, 2019 and for the six months ended June 30, 2019 and 2018 have been derived
from MPLX's unaudited condensed consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2019, which is incorporated by reference herein. The selected historical condensed consolidated balance sheet data as
of June 30, 2018 has been derived from MPLX's unaudited condensed consolidated financial statements and related notes contained in its Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2018, which has not been incorporated by reference herein.
The information set forth below is not necessarily indicative of future results and should be read together with the other information contained
in MPLX's Annual Report on Form 10-K for the year ended December 31, 2018 and its Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2019, including the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated financial statements and related notes therein.

Six Months

Year Ended December 31,

Ended June 30,

2018

2017

2016

2015

2014
2019

2018

(In millions)

Statements of consolidated income data:

Total revenues and other income
$ 6,425 $ 3,867 $ 3,029 $ 1,101 $ 793 $ 3,275 $ 2,998
Income from operations
2,503 1,191
683
381
245 1,337
1,165
Net income
1,834
836
434
333
239
997
879
Net income attributable to MPLX LP
1,818
794
233
156
121
985
874

December 31,

June 30,

2018

2017

2016

2015

2014
2019

2018

(In millions)

Consolidated balance sheet data:

Total assets
$ 22,779 $ 19,500 $ 17,509 $ 16,404 $ 1,544 $ 23,746 $ 21,412
Long-term debt
13,392 6,945 4,422 5,255
644 14,030 11,874
https://www.sec.gov/Archives/edgar/data/1552000/000119312519240020/d788631d424b5.htm[9/9/2019 9:13:43 AM]

Document Outline

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