0001209191-21-002665.txt : 20210108
0001209191-21-002665.hdr.sgml : 20210108
20210108110015
ACCESSION NUMBER: 0001209191-21-002665
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210101
FILED AS OF DATE: 20210108
DATE AS OF CHANGE: 20210108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TTC Holdings LLC
CENTRAL INDEX KEY: 0001838873
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35714
FILM NUMBER: 21516160
BUSINESS ADDRESS:
STREET 1: 539 SOUTH MAIN STREET
CITY: FINDLAY
STATE: OH
ZIP: 45840
BUSINESS PHONE: 419-421-2121
MAIL ADDRESS:
STREET 1: 539 SOUTH MAIN STREET
CITY: FINDLAY
STATE: OH
ZIP: 45840
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MPLX LP
CENTRAL INDEX KEY: 0001552000
STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610]
IRS NUMBER: 270005456
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 200 E. HARDIN STREET
CITY: FINDLAY
STATE: OH
ZIP: 45840
BUSINESS PHONE: (419) 421-2159
MAIL ADDRESS:
STREET 1: 200 E. HARDIN STREET
CITY: FINDLAY
STATE: OH
ZIP: 45840
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-01-01
0
0001552000
MPLX LP
MPLX
0001838873
TTC Holdings LLC
539 S. MAIN STREET
FINDLAY
OH
45840
0
0
1
0
Common Units (Limited Partner Interests)
647415452
I
See Footnotes
TexNew Mex Units
80000
I
See Footnotes
Special Limited Partner Interest
1
I
See Footnotes
This Form 3 is submitted by TTC Holdings LLC ("TTC Holdings") which, effective as of January 1, 2021 (the "Effective Date"), and pursuant to the Reorganization Agreement, dated as of December 31, 2020 (the "Reorganization Agreement"), by and among TTC Holdings, Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("TAC"), Tesoro Logistics GP, LLC ("TLGP"), and the other signatories thereto, became a part of the reporting group which includes Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), MPLX Logistics Holdings LLC ("Logistics Holdings"), Andeavor LLC, WRI and GII.
MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in the General Partner and Logistics Holdings. Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. TTC Holdings is a wholly owned subsidiary WRI. GII is a wholly owned subsidiary of TTC Holdings. Accordingly, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, TTC Holdings and GII are all direct or indirect wholly owned subsidiaries of MPC.
The Reorganization Agreement sets forth a series of intercompany transactions pursuant to which, among other things: (i) TRMC and TAC distributed to WRSI all of the outstanding limited liability company interests in TLGP held by each of TRMC and TAC immediately prior to such distribution; (ii) TLGP distributed to WRSI all of the common units representing limited partner interests in the Issuer held by TLGP prior to such distribution; (iii) WRSI converted to a Delaware limited liability company under the name Western Refining Southwest LLC ("WRSWL"); (iv) WRSWL distributed to GII all of the (x) common units representing limited partner interests in the Issuer, (y) MPLX TexNew Mex units and (z) the MPLX Special Limited Partner Interest held, in each case, by WRSWL immediately prior to such distribution (collectively, the "MPLX Interests"); and (v) WRI contributed all of the outstanding capital stock of GII to TTC Holdings.
TTC Holdings may be deemed to beneficially own the MPLX Interests owned by GII but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
/s/ Molly R. Benson, Vice President and Secretary, TTC Holdings LLC
2021-01-08