MPLX LP (NYSE:MPLX) entered into a definitive agreement to acquire 36.4% stake in Andeavor Logistics LP (NYSE:ANDX) for $3.3 billion on May 7, 2019. Pursuant to the terms of the agreement, each holder of outstanding common units representing limited partner interests in ANDX other than any ANDX Common Unit held by Tesoro Logistics GP, LLC and Western Refining Southwest, Inc. will be converted into the right to receive 1.135 common units representing limited partner interests in MPLX. Additionally, each holder of a 6.875% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $1,000 per unit, representing limited partner interests in ANDX issued and outstanding immediately prior to effective time of the Merger will be converted into the right to receive a new Series B Preferred Unit representing substantially equivalent limited partnership interests in MPLX. The MPLX Series B Preferred Units will be a new class of units in MPLX that will be pari passu with MPLX’s existing Series A Convertible Preferred Units with respect to distribution rights and rights upon liquidation and have substantially equivalent preferences, rights, powers, duties and obligations that the ANDX Series A Preferred Units have immediately prior to the closing of the merger. MPLX will issue 0.6 million new MPLX Series B Preferred Units in the merger. ANDX Common Units will no longer be publicly traded following the merger and will be delisted from the NYSE. MPLX Common Units will continue to trade on the NYSE under the symbol “MPLX.” Each phantom unit issued under ANDX’s 2011 Long-Term Incentive Plan, as amended and restated, and the Western Refining Logistics, LP 2013 Long-Term Incentive Plan, whether vested or unvested, other than any ANDX Phantom Unit that is held by a non-employee director of ANDX General Partner (each, an “ANDX Director Phantom Unit”), will automatically be converted into a phantom unit denominated in MPLX Common Units (the “Converted MPLX Phantom Unit”). The number of ANDX Common Units subject to the ANDX Phantom Units immediately prior to the effective time of the Merger will be converted into a number of ANDX Common Units subject to the Converted MPLX Phantom Units based on the Exchange Ratio. ANDX Director Phantom Units will generally be converted into the right to receive a cash payment equal to the number of ANDX Common Units subject to such ANDX Director Phantom Unit multiplied by the product of the Exchange Ratio and the average of the volume weighted average price per unit of MPLX Common Units on the New York Stock Exchange on each of the ten consecutive trading days ending with the complete trading day immediately prior to the closing of the Merger. Mike Hennigan will remain President of the combined entity and lead all midstream activities. Don J. Sorensen, President of MPLX GP LLC, the general partner of MPLXLP, will cease to serve in that capacity. The transaction is subject to certain customary mutual conditions, including MPLX’s registration statement on Form S-4 having become effective, the MPLX Common Units issuable in connection with the Merger having been approved for listing on the NYSE, subject to official notice of issuance and the receipt by MPLX and ANDX of certain tax opinions from their respective legal counsel and receipt of regulatory approvals. The approval of the merger agreement requires the affirmative vote or consent of holders of a majority of the outstanding ANDX Common Units, which approval is expected to be obtained through written consents to be provided in accordance with the Support Agreement. As of June 28, 2019, Board of Directors of the general partner of Andeavor has set June 28, 2019 as the record date for determining holders of ANDX common units entitled to execute and deliver written consents with respect to the proposed acquisition. The consent process will conclude on July 29, 2019. The transaction has been unanimously approved by MPLX’s and ANDX’s respective Conflicts Committees and both Boards of Directors. As of June 28, 2019, MPLX expects the closing of the acquisition to occur on July 30, 2019. Goldman Sachs & Co. LLC delivered its opinion to the ANDX Conflicts Committee that, as of May 7, 2019, the exchange ratio was fair from a financial point of view to the holders of the units. On May 7, 2019, Tesoro Logistics GP, LLC and Western Refining Southwest, Inc. and Marathon Petroleum Corporation entered into a Support Agreement pursuant to which, subject to the terms and conditions therein, Tesoro and Southwest have agreed to deliver a written consent covering all of the ANDX Common Units beneficially owned by them within two business days after the Registration Statement becomes effective under the Securities Act, approving the Merger, the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement. The transaction is expected to close in the second half of 2019. The transaction is projected to be immediately accretive to MPLX unitholders on distributable cash flow. Jeremy Michael and George Erikson of Barclays acted as financial advisor to Marathon Petroleum Corporation and James Dougherty, Jeff Schlegel, Benjamin Stulberg, Todd Wallace, Michael Solecki, Brian Grady and David Stringer of Jones Day acted as legal advisor to Marathon Petroleum Corporation and MPLX LP, Pete Bowden, Brian Conner, John Antel and Preston Martin of Jefferies LLC acted as financial advisor and William N. Finnegan IV, Thomas G. Brandt, Daniel Harrist, Lexi Udeh, Tim Fenn, Bryant Lee, Michael Rowe, Joel Mack, Joshua Marnitz, Eugene Elrod, Patrick Nevins and Adam Kestenbaum of Latham & Watkins LLP acted as legal advisor to the Conflicts Committee of MPLX, and Michael Casey and Timothy Ingrassia of Goldman, Sachs & Co. LLC acted as financial advisor and David C. Buck and George Vlahakos of Sidley Austin LLP acted as legal advisor to the Conflicts Committee of ANDX. Ryan Carney, Gary Huffman, Mary Alexander and Neil Clausen of Vinson & Elkins L.L.P acted as legal advisors to ANDX and Marathon Petroleum Corporation. Goldman Sachs will receive a transaction fee of $4 million, $0.25 million of which became payable upon the receipt of acquisition proposal, and the remainder of which is contingent upon consummation of the merger. Cleary Gotlieb Steen & Hamilton LLP is advising Goldman Sachs as financial advisor to conflicts committee of Andeavor Logistics, in connection with its $3.3 billion stock acquisition of Andeavor Logistics LP.