Marathon Petroleum to Purchase BP's Texas City Refinery and Related Logistics and Marketing Assets

Findlay, (PresseBox) - .
- Adds a world-scale 451,000 barrel per day refinery
- Includes 100% ownership of cogeneration facility
- Adds four light product terminals, refinery-related pipeline assets and Colonial Pipeline shipper history
- Assignment of branded-jobber contracts for approximately 1,200 retail locations
- Expands MPC's integrated operations model
- Expected to be immediately accretive to earnings

Marathon Petroleum Corporation (NYSE: MPC) today announced it has signed a definitive agreement to purchase BP's 451,000 barrel per calendar day (475,000 barrel per stream day) Texas City refinery, three intrastate NGL pipelines originating at the refinery, an allocation of BP's Colonial Pipeline Company shipper history, four terminals, retail marketing contract assignments for approximately 1,200 branded sites and a 1,040 megawatt cogeneration (cogen) facility. The base purchase price is $598 million, plus inventories estimated at $1.2 billion. The agreement also contains an earnout provision under which MPC could pay up to an additional $700 million over six years, subject to certain conditions. The transaction is expected to be accretive to earnings in the first year of operation. The acquisition is expected to be funded with cash on hand, and is anticipated to close early in 2013, subject to customary closing conditions and regulatory approvals.

The BP Texas City refinery is one of the largest and most complex in the U.S., with a Nelson complexity index of 15.3. The facility is strategically positioned to provide products throughout the U.S. Gulf Coast, Midwest and Southeast, as well as into export markets. The refinery has the flexibility to process a wide range of crude oils, and has access to price-advantaged mid-continent and Canadian crudes via pipelines as well as waterborne cargoes. The cogen facility provides steam for the refinery and other local third-party facilities and the electric power for the refinery, selling any excess to the utility grid. In addition to the Texas City facilities, the transaction includes three intrastate NGL pipelines originating at the refinery, shipper history on Colonial pipeline representing 50,000 barrels per day (bpd) and light product terminals in Jacksonville, Fla.; Charlotte and Selma, N.C.; and Nashville, Tenn. The transaction also includes assignment of branded-jobber contracts supplying approximately 1,200 BP retail locations, representing approximately 64,000 bpd of gasoline sales, in the southeastern U.S.

"This world-scale refinery and related assets complement our current geographic footprint and align well with our strategic initiative of growing in existing and contiguous markets to enhance our portfolio. This acquisition will provide MPC the opportunity to capture synergies across our existing Gulf Coast operations; optimize commercial and process improvements; expand our retail presence in the Southeast; and enhance our ability to sell products into export markets," said MPC President and Chief Executive Officer Gary R. Heminger. "The acquisition of these assets at an attractive price provides the opportunity to add significant long-term value to our shareholders. We are pleased that MPC's financial performance and cash generation allow us to continue our balanced approach of making value-enhancing investments in the business and returning capital to our shareholders."

Heminger also stated, "We have a long-standing commitment to safe and environmentally-conscious operations. BP has made significant investments to improve the safety, reliability and environmental performance of the refinery in recent years. We will leverage those investments in the refinery with our continuing focus on safe and reliable operations. In addition, we have been a part of the Texas City community for many years through our Texas City refinery, and this acquisition will deepen our commitment to that area."

Conference Call

At 11:30 a.m. EDT today, MPC will hold a webcast and conference call to discuss this transaction. Interested parties may listen to the conference call on MPC's website at http://www.marathonpetroleum.com by clicking on the "Conference Call Oct. 8" link in the upper right corner of the page.

Additional materials concerning the transaction, including a slide presentation, can be found prior to the conference call on MPC's website at http://www.marathonpetroleum.com by clicking on the "Conference Call Oct. 8" link in the upper right corner of the page or by hovering over the "Investor Center" link, selecting "Events and Presentations" from the drop-down menu and clicking "I Agree" on the "Terms of Use" page. Replays of the conference call will be available on the company's website through Tuesday, Oct. 22.

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, MPC's current expectations concerning: the completion and timing of the acquisition of the BP Texas City, Texas refining and cogen facilities, certain inventories and logistics and marketing assets, including, without limitation, the receipt of regulatory approvals and satisfaction of other closing conditions; and the potential earnings and synergy projections, including the transaction being accretive to earnings. 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 actual results to differ materially from those in the forward-looking statements include regulatory and other approvals and the failure of either party to satisfy conditions to closing the transaction. Additionally, the forward-looking statements included herein could be affected by general domestic and international economic and political conditions, as well as factors set forth under the heading "Risk Factors" in MPC's Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission (the "SEC"). Unpredictable or unknown factors not discussed here or in MPC's Form 10-K could also have material adverse effects on forward-looking statements. Copies of MPC's Form 10-K are available on the SEC website, at http://www.ir.marathonpetroleum.com or by contacting MPC's Investor Relations Office.

Marathon Petroleum Corporation

MPC is the nation's fifth-largest refiner, with a crude oil capacity of approximately 1.2 million barrels per calendar day in its six-refinery system. Marathon brand gasoline is sold through more than 5,000 independently owned retail outlets across 18 states. In addition, Speedway LLC, an MPC subsidiary, owns and operates the nation's fourth largest convenience store chain, with approximately 1,460 convenience stores in seven states. MPC also owns, leases or has ownership interests in approximately 8,300 miles of pipeline. MPC's fully integrated system provides operational flexibility to move crude oil, feedstocks and petroleum-related products efficiently through the company's distribution network in the Midwest, Southeast and Gulf Coast regions. For additional information about the company, please visit our website at http://www.marathonpetroleum.com.

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