Attached files
file | filename |
---|---|
EX-8.1 - EX-8.1 - Western Refining Logistics, LP | d610837dex81.htm |
EX-5.1 - EX-5.1 - Western Refining Logistics, LP | d610837dex51.htm |
EX-23.1 - EX-23.1 - Western Refining Logistics, LP | d610837dex231.htm |
As filed with the Securities and Exchange Commission on October 9, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTERN REFINING LOGISTICS, LP
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 4610 | 46-3205923 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
123 W. Mills Avenue
El Paso, Texas 79901
(915) 534-1400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Lowry Barfield
Senior Vice President Legal, General Counsel and Secretary
123 W. Mills Avenue
El Paso, Texas 79901
(915) 534-1400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
David P. Oelman Alan Beck |
Joshua Davidson M. Breen Haire | |
Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 Tel: (713) 758-2222 Fax: (713) 758-2346 |
Baker Botts L.L.P. One Shell Plaza 910 Louisiana Street Houston, Texas 77002 (713) 229-1234 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-190135
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities To Be Registered |
Amount to be Registered (1) |
Proposed Maximum Aggregate Offering Price per Common Unit (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of | ||||
Common units representing limited partner interests |
15,812,500 | $22.00 | $347,875,000 | $45,250 | ||||
| ||||||||
|
(1) | Includes common units issuable upon exercise of the underwriters option to purchase additional common units. |
(2) | Based upon the public offering price. |
(3) | The Registrant has previously paid $39,215 for the registration of $287,500,000 of proposed maximum aggregate offering price in connection with the Registrants Registration Statement on Form S-1 (File No. 333-190135) filed on July 25, 2013 and $1,961 for the registration of an additional $301,875,000 of proposed maximum aggregate offering price in connection with the filing of Amendment No. 4 to such Registration Statement on October 2, 2013. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This registration statement is being filed with respect to the registration of additional common units representing limited partner interests of Western Refining Logistics, LP, a Delaware limited partnership, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (Registration No. 333-190135), initially filed by Western Refining Logistics, LP with the Securities and Exchange Commission on July 25, 2013, as amended by Amendment No. 1 thereto filed on September 4, 2013, Amendment No. 2 thereto filed on September 27, 2013, Amendment No. 3 thereto filed on September 30, 2013, Amendment No. 4 thereto filed on October 2, 2013 and Amendment No. 5 thereto filed on October 2, 2013, and which was declared effective on October 9, 2013, including the exhibits thereto, are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
Part II
Information not required in the Prospectus
ITEM 16. | EXHIBITS. |
All exhibits previously filed or incorporated by reference in the registrants Registration Statement on Form S-1, as amended (Registration No. 333-190135), are incorporated by reference into, and shall be deemed to be a part of this filing, except for the following, which are filed herewith:
Exhibit |
Description | |||
5.1 | | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | ||
8.1 | | Opinion of Vinson & Elkins L.L.P. relating to tax matters | ||
23.1 | | Consent of Deloitte & Touche LLP | ||
23.2 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | ||
23.3 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1) | ||
24.1 | | Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-190135) initially filed with the Securities and Exchange Commission on July 25, 2013 and incorporated by reference herein) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on October 9, 2013.
Western Refining Logistics, LP | ||
By: | Western Refining Logistics GP, LLC, | |
its general partner | ||
By: | /S/ LOWRY BARFIELD | |
Name: | Lowry Barfield | |
Title: | Senior Vice President Legal, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.
Signature |
Title |
Date | ||||
* |
Chief Executive Officer, President, and Director | October 9, 2013 | ||||
Jeff A. Stevens | (Principal Executive Officer) | |||||
* |
Director | October 9, 2013 | ||||
Paul L. Foster | ||||||
* |
Director | October 9, 2013 | ||||
Scott D. Weaver | ||||||
* |
Chief Financial Officer | October 9, 2013 | ||||
Gary R. Dalke | (Principal Financial Officer) | |||||
* |
Chief Financial Officer | October 9, 2013 | ||||
William R. Jewell | (Principal Financial Officer) | |||||
By: | /s/ Lowry Barfield |
|||||
Lowry Barfield, Attorney-In-Fact |
EXHIBIT INDEX
Exhibit |
Description | |||
5.1 | | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | ||
8.1 | | Opinion of Vinson & Elkins L.L.P. relating to tax matters | ||
23.1 | | Consent of Deloitte & Touche LLP | ||
23.2 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | ||
23.3 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1) | ||
24.1 | | Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-190135) initially filed with the Securities and Exchange Commission on July 25, 2013 and incorporated by reference herein) |