Filed by Marathon Petroleum Corporation
Commission File No.: 001-35054
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company:
Andeavor
Commission File No.: 001-03473
The following talking points were provided to certain Marathon Petroleum Corporation employees on April 30, 2018 for discussions with business partners, vendors and customers.
This document is intended as background for discussions with business partners, vendors and customers.
Please do not provide them with this document.
TALKING POINTS – MPC and Andeavor Strategic Combination
The transaction: MPC and Andeavor have signed a definitive merger
agreement under which MPC will acquire all of Andeavor’s outstanding shares
(formerly Tesoro).
o The transaction is expected to close in the second half of 2018, subject
to closing conditions and shareholder/regulatory approvals.
The combined company: Will be a leading U.S. refining, marketing and
midstream company.
o 16 refineries in 13 states, with over 3 million bpd of refining capacity
o Expanded midstream presence, including in the Permian and Bakken
o Nationwide retail and marketing portfolio (~4,000 company
owned/operated, ~7,800 branded)
Benefits: The combined company will have geographic diversity, a strong
presence in key growth markets, and benefit from anticipated synergies.
Scale of transaction: MPC has a demonstrated track record of successful large
acquisitions.
o Galveston Bay refinery – achieved improved operations and cost
structure.
o Hess – Speedway successfully integrated 1,200 stores.
o MarkWest – acquired in 2015, expanded into midstream natural gas
business.
This communication contains forward-looking statements within the meaning of federal securities laws
regarding Marathon Petroleum Corporation (“MPC“). These forward-looking statements relate to,
among other things, the proposed transaction between MPC and Andeavor (“ANDV”) and include
expectations, estimates and projections concerning the business and operations, strategic initiatives and
value creation plans of MPC. In accordance with “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying
important factors, though not necessarily all such factors, that could cause future outcomes to differ
materially from those set forth in the forward-looking statements. You can identify 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,”
“would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes.
Such forward-looking statements are not guarantees of future performance and are subject to risks,
uncertainties and other factors, some of which are beyond the company’s control and are difficult to
predict. Factors that could cause MPC’s actual results to differ materially from those implied in the
forward-looking statements include: the ability to complete the proposed transaction between MPC and
ANDV on anticipated terms and timetable; the ability to obtain approval by the shareholders of ANDV
and MPC related to the proposed transaction and the ability to satisfy various other conditions to the
closing of the transaction contemplated by the merger agreement; the ability to obtain governmental
approvals of the proposed transaction on the proposed terms and schedule, and any conditions imposed
on the combined entity in connection with consummation of the proposed transaction; the risk that the
cost savings and any other synergies from the proposed transaction may not be fully realized or may
take longer to realize than expected; disruption from the proposed transaction making it more difficult
to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen
liabilities of ANDV; future levels of revenues, refining and marketing margins, operating costs, retail
gasoline and distillate margins, merchandise margins, income from operations, net income or earnings
per share; the regional, national and worldwide availability and pricing of refined products, crude oil,
natural gas, NGLs and other feedstocks; consumer demand for refined products; our ability to manage
disruptions in credit markets or changes to our credit rating; 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; business strategies, growth opportunities and expected investment; MPC’s share
repurchase authorizations, including the timing and amounts of any common stock repurchases; the
adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash
flow to execute our business plan and to effect any share repurchases, including within the expected
timeframe; 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;
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, including the cost of compliance with the Renewable Fuel Standard,
and/or enforcement actions initiated thereunder; the anticipated effects of actions of third parties such
as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in
litigation; the impact of adverse market conditions or other similar risks to those identified herein
affecting MPLX; and the factors set forth under the heading “Risk Factors” in MPC’s and ANDV’s
respective Annual Reports on Form 10-K for the year ended Dec. 31, 2017, filed with Securities and
Exchange Commission (SEC). We have based our forward-looking statements on our current
expectations, estimates and projections about our industry. We caution that these 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. In addition, we have based many of these
forward-looking statements on assumptions about future events that may prove to be inaccurate. While
our respective management considers these assumptions to be reasonable, they are inherently subject
to significant business, economic, competitive, regulatory and other risks, contingencies and
uncertainties, most of which are difficult to predict and many of which are beyond our control.
Accordingly, our actual results may differ materially from the future performance that we have
expressed or forecast in our forward-looking statements. We undertake no obligation to update any
forward-looking statements except to the extent required by applicable law.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the
SEC. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY
STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The final joint proxy statement/prospectus will be mailed to stockholders of Marathon
Petroleum Corporation (“MPC”) and Andeavor (“ANDV”). Investors and security holders will be able to
obtain the documents free of charge at the SEC’s website, www.sec.gov, from MPC at its website,
www.marathonpetroleum.com, or by contacting MPC’s Investor Relations at 419-421-2414, or from
ANDV at its website, www.andeavor.com, or by contacting ANDV’s Investor Relations at 210-626-4757.
Participants in Solicitation
MPC and ANDV and their respective directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information concerning MPC’s participants is set forth in the proxy
statement, filed March 15, 2018, for MPC’s 2018 annual meeting of stockholders as filed with the SEC on
Schedule 14A. Information concerning ANDV’s participants is set forth in the proxy statement, filed
March 15, 2018, for ANDV’s 2018 annual meeting of stockholders as filed with the SEC on Schedule 14A.
Additional information regarding the interests of such participants in the solicitation of proxies in
respect of the proposed transaction will be included in the registration statement and joint proxy
statement/prospectus and other relevant materials to be filed with the SEC when they become
available.