Marathon Petroleum Corp 8-K

What Happened
Marathon Petroleum Corporation (MPC) and its sponsored partnership MPLX LP (MPLX) announced on April 7, 2026 that they each entered into new five‑year unsecured revolving credit agreements. MPC’s new facility is $5.0 billion and MPLX’s is $2.5 billion; both mature on April 7, 2031 and replace their respective 2022 credit agreements. There were no borrowings outstanding under the prior agreements at termination, and no borrowings under the new facilities as of the filing. As of March 31, 2026, MPC reported $2.2 billion of cash and cash equivalents (including $1.5 billion held by MPLX), and MPLX reported $1.5 billion of cash.

Key Details

• MPC facility: $5.0 billion revolving credit, maturity April 7, 2031; optional increase up to $1.0B (lender consent). Sub‑facilities: $300M swing‑line, $2.0B letters of credit (expandable to $3.0B). Commitment fees: 10–25 bps; interest options: Term SOFR + margin or Alternate Base Rate + 0–75 bps. Leverage covenant: Consolidated Net Debt / Total Capitalization ≤ 65% each quarter-end.
• MPLX facility: $2.5 billion revolving credit, maturity April 7, 2031; optional increase up to $1.0B (lender consent). Sub‑facilities: $150M swing‑line, $150M letters of credit (expandable to $200M). Commitment fees: 10–25 bps; interest options: Adjusted Term SOFR + 100–175 bps or Alternate Base Rate + 0–75 bps. Leverage covenant: Consolidated Total Debt / Consolidated EBITDA ≤ 5.0x (5.5x during defined Acquisition Periods); EBITDA subject to certain adjustments.
• Both agreements include customary representations, covenants and events of default allowing lenders to terminate commitments and accelerate repayment if triggered. MPC and MPLX will pay customary fees and reimburse certain lender expenses. The full agreements are filed as exhibits to the 8‑K.

Why It Matters
These new facilities provide multi‑year, unsecured liquidity backstops for MPC and MPLX, preserving borrowing capacity and flexibility for general corporate and partnership needs (e.g., working capital, letters of credit, acquisitions). The specified covenants and fee/interest ranges set the terms under which MPC and MPLX can access bank financing; investors should note the quarterly leverage limits (65% for MPC and up to 5.0x for MPLX) that could affect capital allocation options if leverage rises. No immediate borrowings were taken, so the actions primarily refresh and extend committed liquidity rather than reflect new debt issuance.