MPLX LP美股招股说明书(2025-08-08版)

MPLX LP is offering$1,250,000,000 aggregate principal amount of 4.800% Senior Notes due 2031, which we refer to as the “2031notes,” $750,000,000 aggregate principalamount of 5.000% Senior Notes due 2033, which we refer to as the “2033notes,” $1,500,000,000 aggregate principal amount of 5.400% Senior Notes due 2035, which we refer to as the“2035notes,” and $1,000,000,000 aggregate principal amount of 6.200% Senior Notes due 2055, which we refer to as the“2055notes.” We collectively refer to the 2031notes, the2033notes, the2035notes, and the 2055notes as the “notes.” We will pay interest on the 2031 notes semi-annually in arrears on February 15 and August 15 of each year they are outstanding, commencing on February 15, 2026. Interest onthe 2031 notes will be paid to holders of record of the notes as of the close of business on the February 1 and August 1 immediately preceding the respective interest payment date. We willpay interest on the 2033 notes semi-annually in arrears on January 15 and July 15 of each year they are outstanding, commencing on January 15, 2026. Interest on the 2033 notes will be paidto holders of record of the notes as of the close of business on the January 1 and July 1 immediately preceding the respective interest payment date. We will pay interest on the 2035 notes andthe 2055 notes semi-annually in arrears on March 15 and September 15 of each year they are outstanding, commencing on March 15, 2026. Interest on the 2035 notes and the 2055 notes willbe paid to holders of record of the notes as of the close of business on the March 1 and September 1 immediately preceding the respective interest payment date. We intend to use a portion of the net proceeds from this offering to fund the Northwind Acquisition (as defined below), including the payment of related fees and expenses, andto restore liquidity after giving effect to our use of cash to finance the recently completed BANGL Acquisition (as defined below) and BANGL Debt Repayment (as defined below). We intendto use the remainder of the net proceeds from this offering for general partnership purposes, which may include capital expenditures and working capital. The 2031notes and the 2033notes will be subject to a special mandatory redemption in the event that (i)the Northwind Acquisition is not consummated on or prior to the laterof (x)July11, 2026, which we refer to as the “Termination Date,” and (y)the date that is five business days after any later date to which the parties to the Northwind Purchase Agreement (asdefined below) may agree to extend the Termination Date in the Northwind Purchase Agreement or (ii)we notify the trustee in writing that we will not pursue consummation of the NorthwindAcquisition. In such an event, the 2031notes and the 2033notes will be redeemed at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon from thedate of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but excluding, the special mandatory redemption date (as defined below).The 2035notes and the 2055notes will not be subject to special mandatory redemption. See “Description of the Notes—Special Mandatory Redemption.” We have the option to redeem some or all of the notes of any series at any time and from time to time, as described under the heading “Description of the Notes—Optional Redemption.” The notes will be unsecured and unsubordinated obligations of MPLX LP and will rank equally with all of MPLX LP’s other existing and future unsecured and unsubordinatedindebtedness from time to time outstanding, but will be effectively junior to MPLX LP’s secured indebtedness, if any, to the extent of the value of the relevant collateral. The notes will not bethe obligation of any of MPLX LP’s subsidiaries and will be structurally subordinated to all indebtedness and other obligations of MPLX LP’s subsidiaries. Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities exchange or to have the notesquoted on any automated quotation system. Investing in the notes involves risks. You should carefully consider theRisk Factorsbeginning on pageS-6of this prospectus supplement and in the accompanyingprospectus. (1)Plus accrued interest, if any, from August11, 2025 if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the notes offered hereby in book-entry form will be made only through the facilities of The Depository Trust Company for the accounts of its participants,including Euroclear Bank, S.A./N.V. and Clearstream Banking,société anonyme, on or about August11, 2025, which i