Marathon Petroleum Recommends Shareholders Reject Mini-Tender Offer

FINDLAY, Ohio — Marathon Petroleum Corp. (MPC) recommended on Jan. 4 that company shareholders reject an unsolicited mini-tender offer by TRC Capital Investment Corp. (TRC) to purchase up to 1.5 million shares, making up less than 1 percent of MPC's outstanding common stock, at the price of $105 per share in cash.

This offer price is approximately 4.33 percent lower than the closing price of MPC's common stock on Dec. 16, 2022, the last trading day prior to its stated commencement of the offer, according to MPC.

"MPC is not associated in any way with TRC or its mini-tender offer," the company stated in a release. "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."

MPC noted that TRC has previously made similar mini-tender offers for shares of other companies, and that mini-tender offers such as this one avoid many investor protections afforded by larger tender offers, such as 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.

Included in SEC-issued investor tips is the note that when making offers at below-market prices, some bidders are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

The company urged MPC 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.

Based in Findlay, Marathon Petroleum Corp. is an integrated, downstream energy company. It operates the nation's largest refining system. The company's marketing system includes branded locations across the United States, including Marathon brand retail outlets.

Marathon Petroleum 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.