Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously announced, on
The foregoing description of the Purchase Agreement and the Transaction does not
purport to be a complete statement of the parties' rights and obligations under
the Purchase Agreement and the transactions contemplated thereby or a complete
explanation of the material terms thereof. The foregoing description is subject
to and qualified in its entirety by reference to the text of the Purchase
Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K
filed by the Company on
The Purchase Agreement has been incorporated by reference into this Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company, Sellers, their subsidiaries or their businesses as of the date of the Purchase Agreement or as of any other date. The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. In addition, information regarding the subject matter of the representations and warranties made in the Purchase Agreement may change after the date of the Purchase Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon the Closing,
Item 8.01 Completion of Acquisition or Disposition of Assets.
The Company previously disseminated a press release announcing the Closing and the anticipated commencement of a tender offer by the Company for shares of its common stock. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Additional Information Regarding the Tender Offer
The tender offer described in this Current Report on Form 8-K and the exhibits hereto (the "Offer") has not yet commenced. This report is for informational purposes only. This report is not a recommendation to buy or sell MPC common stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell MPC common stock or any other securities. On the commencement date of the Offer, MPC will file a tender offer statement on Schedule TO, including an offer
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to purchase, letter of transmittal and related materials, with the
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
No pro forma financial statements reflecting the impact of the Transaction are
provided in this report, as the Speedway Business disposed of in the Transaction
was classified as discontinued operations in each of the Company's consolidated
statements of operations for the fiscal years ended
(d) Exhibits. Exhibit Number Description 2.1 Purchase and Sale Agreement, dated as of August 2, 2020, by and between the Company, Sellers and Purchaser (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed August 3, 2020) * 2.2 Amendment to Purchase and Sale Agreement, dated as of October 16, 2020, by and among the Company, Sellers and Purchaser (incorporated herein by reference to Exhibit 2.7 to the Company's Annual Report on Form 10-K filed February 26, 2021) 2.3 Amendment No. 2 to Purchase and Sale Agreement, dated as of May 14, 2021, by and among the Company, Sellers and Purchaser* 99.1 Press Release dated May 14, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and similar attachments have been omitted from this filing pursuant
to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or similar
attachment will be furnished to the
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