Item 5. Other Information
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Item 5. Other Information
During the quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of MPC adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
Loan and Security Agreement
On April 30, 2026, MPC Trade Receivables Company I LLC, a wholly owned, bankruptcy remote, special purpose subsidiary of MPC (“MPC Trade Receivables Company”), entered into an Amended and Restated Loan and Security Agreement (the “Loan and Security Agreement”), by and among MPC Trade Receivables Company, as the borrower, Marathon Petroleum Company LP,
a wholly owned subsidiary of MPC (“MPC LP”), as the initial servicer, The Toronto-Dominion Bank, as the administrative agent (the “Agent”) and a lender (“TD Bank”), Mizuho Bank, Ltd., as a co-syndication agent and a lender (“Mizuho”), and the other lenders, group agents, LC banks and LC participants from time to time that are parties thereto (together with TD Bank and Mizuho, collectively, the “Lenders”) pursuant to which it amended and extended its trade receivable securitization facility (the “Trade Receivables Facility”).
Pursuant to the Loan and Security Agreement, MPC Trade Receivables Company has $100.0 million of committed borrowing and letter of credit issuance capacity (and additional uncommitted borrowing and letter of credit issuance capacity of up to $1.90 billion that can be extended at the discretion of the Lenders). The Loan and Security Agreement matures on April 30, 2029 and may be extended under certain conditions as set forth in the Loan and Security Agreement.
In connection with the Loan and Security Agreement, MPC LP and certain other of MPC’s wholly owned subsidiaries (“Originators”) sell or contribute on an on-going basis substantially all of the trade receivables generated by them (the “Pool Receivables”), together with all related security and interests in the proceeds thereof to MPC Trade Receivables Company, in exchange for a combination of cash, equity and/or borrowings under a subordinated note issued by MPC Trade Receivables Company to one or more of the Originators. MPC Trade Receivables Company may request borrowings and extensions of credit under the Loan and Security Agreement from time to time for up to the lesser of the maximum capacity under the Trade Receivables Facility or the eligible trade receivables balance of the Pool Receivables. Trade receivables that are included in the Pool Receivables are subject to customary criteria, limits and reserves before being deemed to be eligible receivables that count towards the borrowing base under the Trade Receivables Facility.
MPC Trade Receivables Company has granted a security interest in all of its assets, including the Pooled Receivables, together with all related security and interests in the proceeds thereof, to secure the performance of MPC Trade Receivables Company’s payment and other obligations under the Trade Receivables Facility. In addition, MPC has issued a performance guaranty in favor of the Lenders guaranteeing the performance by the Originators of their obligations under the Trade Receivables Facility. Neither MPC nor the Originators guarantee the collectability of the receivables under the Trade Receivables Facility.
MPC Trade Receivables Company is a separate legal entity with its own separate creditors who will be entitled to access MPC Trade Receivables Company’s assets before the assets become available to MPC. Accordingly, MPC Trade Receivables Company’s assets are not available to pay creditors of MPC or any of its subsidiaries (other than MPC Trade Receivables Company), although collections from the receivables in excess of amounts required to repay the Lenders and other creditors of MPC Trade Receivables Company may be remitted MPC.
MPC Trade Receivables Company will pay floating-rate interest charges and usage fees on amounts outstanding under the Loan and Security Agreement, if any, unused fees on the portion of unused commitments and certain other customary fees related to the administration of the Trade Receivables Facility and letters of credit that are issued and outstanding under the Trade Receivables Facility. In addition, MPC Trade Receivables Company may be subject to default fees upon the occurrence of certain events of default under the Trade Receivables Facility.
The Loan and Security Agreement and other related documentation contains conditions, representations and warranties, indemnification provisions, affirmative and negative covenants and events of default that MPC considers customary for arrangements of this type, including a requirement to maintain compliance with the financial covenant set forth in MPC’s revolving credit agreement in effect from time to time.
Certain parties to the Loan and Security Agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for MPC and their subsidiaries and affiliates, for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.
The foregoing summary of the material terms of the Loan and Security Agreement does not purport to be complete and is qualified in its entirety by the complete text of the Loan and Security Agreement, which is filed herewith as Exhibit 10.6 and is incorporated by reference herein.
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