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As Of Filer Filing For·On·As Docs:Size 10/05/18 Andeavor 8-K:8 10/05/18 1:35K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 22K
Document |
Delaware | 95-0862768 | |||
(State
or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
19100 Ridgewood Pkwy | ||
(Address
of principal executive offices) | (Zip Code) |
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
Emerging growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
Item 8.01 | Other
Events. |
ź | Because the stock consideration option was oversubscribed, stockholders
of record of Andeavor who validly elected to receive the stock consideration of 1.87 shares of MPC common stock per share of Andeavor common stock (the “Stock Consideration”) and stockholders of record of Andeavor who failed to make a valid election prior to the 5:00 p.m. Eastern Daylight Time deadline on September 27, 2018 (the “Election Deadline”) are each receiving, subject to rounding, the Stock Consideration for approximately 87% of their shares of Andeavor common stock, with cash in lieu of any fractional share of Andeavor common stock, and $152.27 in cash (the “Cash Consideration”) with respect to the remaining shares of Andeavor common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares of Andeavor common stock as more particularly set forth in the Agreement and Plan
of Merger (the “Merger Agreement”)); and |
ź | Stockholders of record of Andeavor who validly elected to receive the Cash Consideration prior to the Election Deadline, are receiving $152.27 for each share of Andeavor common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares as more particularly set forth in the Merger Agreement). |
ANDEAVOR LLC | |||
(successor in interest to Andeavor) | |||
Date:
October 5, 2018 | By: | /s/ Molly R. Benson | |
Name: Molly R. Benson | |||
Title:
Vice President and Secretary |
* | Effective as of October 1, 2018, pursuant to an Agreement and Plan of Merger dated as of April 29, 2018 and amended on July 3, 2018 and September 18, 2018 by and among Andeavor, Marathon Petroleum Corporation (“MPC”), Mahi Inc. and Andeavor LLC (f/k/a Mahi LLC), following the merger of Mahi Inc. with
and into Andeavor, Andeavor subsequently merged with and into Andeavor LLC, with Andeavor LLC surviving the merger as a wholly owned subsidiary of MPC. |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period End: | 10/5/18 | |||
10/1/18 | 25-NSE, 3, 4, 8-K, POSASR, S-8 POS | |||
9/28/18 | 4 | |||
9/27/18 | ||||
9/18/18 | 425, 8-K | |||
8/3/18 | 425, DEFM14A | |||
7/3/18 | 4, 425, 8-K | |||
4/29/18 | 8-K | |||
List all Filings |