Marathon Petroleum Corp MPC

election_required = True...Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure, upon the terms and subject to the conditions of the Offer. See Section 1. What happens if the number of Shares tendered in the Offer would result in an aggregate purchase price of more than $4,...

expiry = 2021-06-14...BY MARATHON PETROLEUM CORPORATION OF UP TO $4,000,000,000 OF ITS COMMON SHARES AT A PURCHASE PRICE NOT GREATER THAN $63.00 PER SHARE AND NOT LESS THAN $56.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 14, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Marathon Petroleum Corporation, a Delaware corporation (the “Company,” “we,” “us,” or “our”), is offering to purchase shares of its common...

listed = True...of May 3, 2021 (which includes Potential Shares). The Offer is not conditioned on the receipt of financing or any minimum value of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7, “Conditions of the Offer.” The Shares are listed on The New York Stock Exchange (“NYSE”) and trade under the symbol “MPC”. On May 14, 2021, the last reported sale price of the Shares on the NYSE was $60.08 per Share, which is above the $56.00 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Purchase Price determined in the Offer may lower the Purchase Price to a price belo...

mechanism = DUTCH...Share price range or to purchase additional Shares, subject to applicable law. See Sections 1 and 14. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. We are offering to purchase Shares for cash up to an aggregate purchase price of $4,000,000,000, at a per Share price not grea...

must_tender_all = True...ate would result in an aggregate purchase price of more than $4,000,000,000, we will purchase Shares at the Purchase Price in the following order of priority: 8 Table of Contents • First, we will purchase all odd lots of less than 100 Shares from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by any such Odd Lot Holder will not qualify for this preference) (the “Preferred Odd Lots”); • Second, after purchasing all the Preferred Odd Lots that were properly ten...

priority = True...er”). Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will determine a single price per Share (the “Purchase Price”), which will be not greater than $63.00 and not less than $56.00 per Share, that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, for Shares properly tendered at or below the Purchase Price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified, or deemed specified, by the tend...

threshold = 100...res, it is likely that they have earlier deadlines for giving instructions with respect to the Offer and you should contact your broker, dealer, commercial bank, trust company or other nominee as soon as possible to determine what their deadlines may be. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter o...

txn_type = TENDER_OFFEREX-99.(A).(1).(A) 2 d133857dex99a1a.htm EX-99.(A).(1).(A) EX-99.(a).(1).(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY MARATHON PETROLEUM CORPORATION OF UP TO $4,000,000,000 OF ITS COMMON SHARES AT A PURCHASE PRICE NOT GREATER THAN $63.00 PER SHARE AND NOT LESS THAN $56.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 14, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND T...