Marathon Petroleum Corp. Recommends Shareholders Reject Mini-Tender Offer From TRC Capital Investment Corp.

Rhea-AI Summary

On January 4, 2023, Marathon Petroleum Corp. (NYSE: MPC) announced receipt of an unsolicited mini-tender offer from TRC Capital Investment Corp. to purchase 1,500,000 shares at $105.00 each. This price is 4.33% lower than MPC's closing price on December 16, 2022. MPC disassociates itself from the offer and advises shareholders against participating, citing that the offer price does not reflect the market value. The SEC warns that mini-tender offers may lack investor protections and urges due diligence from shareholders.

Positive

• MPC provides clear guidance to its shareholders, promoting informed decision-making against unsolicited offers.

Negative

• The offer price of $105.00 is significantly below market value, potentially misleading investors.

FINDLAY, Ohio, Jan. 4, 2023 /PRNewswire/ -- Marathon Petroleum Corp. (NYSE: MPC) has received notification of an unsolicited mini-tender offer by TRC Capital Investment Corp. (TRC) to purchase up to 1,500,000 shares, which is less than 1% of MPC's outstanding common stock, at a price of $105.00 per share in cash. TRC's offer price is approximately 4.33% lower than the closing price of MPC's common stock on December 16, 2022, the last trading day prior to its stated commencement of the offer.

MPC is not associated in any way with TRC or its mini-tender offer. MPC recommends that shareholders not tender their shares in response to TRC's unsolicited offer because the price of $105.00 is below the current market price for MPC's shares.

TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one by TRC, avoid many of the investor protections afforded by larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.

The SEC has issued "Tips for Investors" regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC advisory may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.

MPC urges shareholders to obtain current market quotations for their shares of common stock, to consult their broker or financial advisor and to exercise caution with respect to TRC's mini-tender offer.

MPC requests that a copy of this news release be included with all distributions of materials relating to TRC's mini-tender offer.

About Marathon Petroleum Corporation

MPC is a leading, integrated, downstream energy company headquartered in Findlay, Ohio. The company operates the nation's largest refining system. MPC's marketing system includes branded locations across the United States, including Marathon brand retail outlets. MPC also owns the general partner and majority limited partner interest in MPLX LP, a midstream company that owns and operates gathering, processing, and fractionation assets, as well as crude oil and light product transportation and logistics infrastructure. More information is available at www.marathonpetroleum.com.

Investor Relations Contacts: (419) 421-2071
Kristina Kazarian, Vice President
Brian Worthington, Manager
Kenan Kinsey, Analyst

Media Contact: (419) 421-3312
Jamal Kheiry, Communications Manager

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SOURCE Marathon Petroleum Corporation

FAQ

What is the recent mini-tender offer for Marathon Petroleum (MPC)?

TRC Capital Investment Corp. has offered to buy 1,500,000 shares of MPC at $105.00 each, which is below the current market price.

What does Marathon Petroleum recommend regarding the mini-tender offer?

MPC recommends that shareholders do not tender their shares in response to TRC's unsolicited offer.

How does the SEC view mini-tender offers like TRC's?

The SEC advises that mini-tender offers may lack important investor protections and encourages shareholders to compare the offer price with current market prices.

What is the discount of TRC's offer compared to MPC's market price?

TRC's offer is approximately 4.33% lower than MPC's closing price on December 16, 2022.

Where can I find more information about mini-tender offers?

The SEC provides guidance on mini-tender offers, which can be found on their official website.