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    SEC Form 8-K filed by MPLX LP

    8/11/25 11:29:06 AM ET
    $MPLX
    Natural Gas Distribution
    Energy
    Get the next $MPLX alert in real time by email
    8-K
    false 0001552000 0001552000 2025-08-11 2025-08-11
     
     

    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 11, 2025

     

     

    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) 422-2121

     

     

    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. 333-271922):

     

      1.

    Underwriting Agreement, dated as of August 7, 2025, by and among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc., Mizuho Securities USA LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein;

     

      2.

    Thirty-Second Supplemental Indenture, dated as of August 11, 2025, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note);

     

      3.

    Thirty-Third Supplemental Indenture, dated as of August 11, 2025, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note);

     

      4.

    Thirty-Fourth Supplemental Indenture, dated as of August 11, 2025, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note);

     

      5.

    Thirty-Fifth Supplemental Indenture, dated as of August 11, 2025, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note); and

     

      6.

    Opinion of Jones Day.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit
    Number

      

    Description

    1.1    Underwriting Agreement, dated as of August 7, 2025, by and among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc., Mizuho Securities USA LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein
    4.1    Thirty-Second Supplemental Indenture, dated as of August 11, 2025, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note)
    4.2    Thirty-Third Supplemental Indenture, dated as of August 11, 2025, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note)
    4.3    Thirty-Fourth Supplemental Indenture, dated as of August 11, 2025, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note)
    4.4    Thirty-Fifth Supplemental Indenture, dated as of August 11, 2025, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note)
    5.1    Opinion of Jones Day
    23.1    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 11, 2025     By:  

    /s/ Molly R. Benson

     

       

     

      Name: Molly R. Benson

     

       

     

      Title: Chief Legal Officer and Corporate Secretary
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