Marathon Petroleum To Acquire Andeavor - Quick Facts

(RTTNews) - Marathon Petroleum Corp. (MPC) and Andeavor (ANDV) announced a definitive merger agreement under which MPC will acquire all of ANDV's outstanding shares, representing a total equity value of $23.3 billion and total enterprise value of $35.6 billion. ANDV shareholders will have the option to elect 1.87 shares of MPC stock or $152.27 in cash per share subject to a proration mechanism that will result in 15 percent of ANDV's fully diluted shares receiving cash consideration. The MPC and ANDV shareholders will own approximately 66 percent and 34 percent of the combined company, respectively.

MPC expects to fully realize around $1 billion in annual run-rate cost and operating synergies within the first three years, in addition to the expected synergies from ANDV's Western Refining transaction. The company plans to maintain its current capital allocation strategies, including continued dividend growth, and believes that incremental cash generated by the transaction will exceed $5 billion over the first five years.