Marathon Petroleum Corp. Receives Unsolicited Mini-Tender Offer

MPC urges shareholders to reject tender offer by TRC Capital Corp.

Marathon Petroleum Corp. (MPC) has received notification of an unsolicited mini-tender offer by TRC Capital Corp. to purchase up to 2,000,000 shares (approximately 0.58%) of MPC’s outstanding common stock at a price of $41.50 per share. The offer price was 4.47% below the closing price on Feb.17, 2012, the day prior to the offer.

MPC does not endorse TRC Capital’s tender offer and recommends that shareholders do not tender their shares. MPC is not associated with TRC Capital, this unsolicited tender offer or the documentation related to this offer.

The Securities and Exchange Commission (SEC) has cautioned investors about tender offers of this type, so-called “mini-tender offers,” noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”

The SEC’s Investor Tips regarding mini-tender offers may be found on the SEC’s Website at MPC encourages shareholders to review this Investor Tip as well as the information concerning mini-tender offers found at, as tender offers for less than 5% of a company’s stock typically do not provide the same disclosure and procedural protections that larger tender offers provide.

MPC encourages shareholders who are considering this offer to consult with their financial advisor prior to making an investment decision and to exercise caution with respect to this offer.

MPC is the nation’s fifth-largest refiner with a crude capacity of approximately 1.2 million barrels per day in its six-refinery system. Marathon brand gasoline is sold through more than 5,000 independently owned locations across 18 states. In addition, Speedway LLC, an MPC subsidiary, owns and operates the nation’s fourth largest convenience store chain, with approximately 1,375 locations in seven states. MPC also owns, operates, leases or has ownership interest in approximately 9,400 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.


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