Attached files
| file | filename |
|---|---|
| EX-2.1 - EX-2.1 - ANDEAVOR | d595203dex21.htm |
| EX-10.1 - EX-10.1 - ANDEAVOR | d595203dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2018
ANDEAVOR
(Exact name of registrant as specified in its charter)
| Delaware | 001-3473 | 95-0862768 | ||
| (State or other jurisdiction of incorporation) |
Commission File Number) |
(IRS Employer Identification No.) |
| 19100 Ridgewood Pkwy | ||
| San Antonio, Texas | 78259-1828 | |
| (Address of principal executive offices) | (Zip Code) |
(210) 626-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Contribution, Conveyance and Assumption Agreement
On August 6, 2018, Andeavor (“Andeavor”), Western Refining Southwest, Inc. (“WRS”) and certain other subsidiaries of Andeavor (together with Andeavor and WRS, the “Andeavor Parties”) entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Andeavor Logistics LP (the “Partnership”) and certain subsidiaries of the Partnership (together with the Partnership and Tesoro Logistics GP, LLC (the “General Partner”), the “Logistics Parties”). Pursuant to the Contribution Agreement, WRS agreed to contribute, through the Partnership, to certain subsidiaries of the Partnership, the following assets (collectively, the “Assets”):
| • | approximately 1.2 million barrels of crude oil and other feedstock storage tankage and approximately 1.8 million barrels of refined product storage tankage located at the refinery at 900 Old Red Trail, N.E., Mandan, North Dakota (the “Mandan Refinery”), together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above; |
| • | approximately 0.5 million barrels of crude oil and other feedstock storage tankage and approximately 0.8 million barrels of refined product storage tankage located at the refinery at 474 West 900 North, Salt Lake City, Utah (the “Salt Lake Refinery”), together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above; |
| • | approximately 3.2 million barrels of crude oil and other feedstock storage tankage and approximately 2.8 million barrels of refined product storage tankage located at the refinery unit at 2101 East Pacific Coast Highway, Wilmington, California (the “LARW Refinery Unit”), together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above; |
| • | approximately 0.9 million barrels of crude oil and other feedstock storage tankage and approximately 0.6 million barrels of refined product storage tankage located at the refinery unit at 2350 East 223rd Street, Carson, California (the “LARC Refinery Unit”), together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above; |
| • | the rail terminal located at the Mandan Refinery for the loading and unloading of propane, butane, diesel, decanted oil, sulfur and catalyst from manifest and other railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such rail terminal and trackage, to the extent assignable; |
| • | rail terminals located at the Salt Lake Refinery for the loading and unloading of ethanol, decanted cycle oil and liquefied petroleum gas from manifest and other railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such rail terminals and trackage, to the extent assignable; |
| • | the rail terminal located at the LARW Refinery Unit for the loading and unloading of liquefied petroleum gas from manifest and other railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such rail terminal and trackage, to the extent assignable; |
| • | the rail terminal located at the LARC Refinery Unit for the loading and unloading of liquefied petroleum gas from manifest and other railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such rail terminal and trackage, to the extent assignable; |
| • | the truck rack located at the Mandan Refinery for the loading and unloading of butane and propane from trucks, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck rack, to the extent assignable; |
| • | two truck racks located at the Salt Lake Refinery for the loading and unloading of propane, isobutene, butane and waxy crude from trucks, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck racks, to the extent assignable; |
| • | the truck rack located at the LARW Refinery Unit for the loading and unloading of liquefied petroleum gas from trucks, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck rack, to the extent assignable; |
| • | the truck rack located at the LARC Refinery Unit for the loading and unloading of liquefied petroleum gas from trucks, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck rack, to the extent assignable; |
| • | the interconnecting pipeline facilities located below Sepulveda Boulevard, Alameda Street and the Long Beach Harbor Railroad and other railroad tracks, and adjoining lands between Wilmington and Carson, California (including the six-inch pipelines that are configured to deliver gasoline, distillates, gas oil and alkylation unit feedstocks from the LARC Refinery Unit to the LARW Refinery Unit and two spares), and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipelines, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above; |
| • | the Mesquite truck unloading station located in Eddy County, New Mexico for the unloading of crude trucks for injection of crude into the TexNewMex pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck unloading station, to the extent assignable; |
| • | the Yucca truck unloading station located in Eddy County, New Mexico for the unloading of crude trucks for injection of crude into the TexNewMex pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck unloading station, to the extent assignable; |
| • | the Mason East truck unloading and injection station located in Reeves County, Texas that receives crude via the T-Station line and trucks for injection into the Kinder Morgan and Bobcat Pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such unloading and injection station, to the extent assignable (the “Mason East Station”); |
| • | the Jackrabbit (Wink) truck unloading and injection station located in Winkler County, Texas that receives crude via the T-Station line and trucks for injection of crude into the Kinder Morgan and Bobcat Pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such unloading and injection station, to the extent assignable (the “Wink Station”); |
| • | the Jal storage, injection and rail unloading facility located in Lea County, New Mexico that stores and supplies natural gas liquids for use in Andeavor’s El Paso refinery via rail connections, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such storage, injection and rail facility, to the extent assignable; |
| • | (i) approximately 0.1 million barrels of natural gas liquid storage tankage, (ii) the rail and truck terminal for the loading and unloading of natural gas liquids from manifest and other railcars and trucks, together with certain rail lines connected thereto and railcar storage tracks, and (iii) the waterline, in each case located at the Wingate facility near Gallup, New Mexico, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such facility, to the extent assignable; |
| • | approximately 0.6 million barrels of crude oil and other feedstock storage tankage located at Koch Pipeline Company L.P.’s Clearbrook terminal in Clearbrook, Minnesota, together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above; |
| • | the sixteen-inch Bobcat Pipeline that transports crude oil between the Mason East Station in Reeves County, Texas to the Wink Station in Winkler County, Texas, and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipeline, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above; |
| • | the twelve-inch Benny Pipeline that delivers crude oil from the Conan terminal in Loving, Texas to a connection with WRP ( as defined below) gathering lines near Battle Axe in Lea County, New Mexico, and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipeline, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above; |
| • | the 8-inch Aranco Pipeline that is configured to deliver petroleum products from the St. Paul Refining refinery in St. Paul Park, Minnesota to its Cottage Grove, Minnesota tankage, and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipeline, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above; |
| • | all of the issued and outstanding limited liability company interests in: (i) Tesoro Great Plains Midstream LLC, (2) Andeavor MPL Holdings LLC, (3) Andeavor Logistics CD LLC, (4) Western Refining Conan Gathering, LLC, (5) Western Refining Delaware Basin Storage, LLC, and (6) Asphalt Terminals LLC (“ATL”), and 67% of all of the issued and outstanding limited liability company interests in Andeavor Logistics Rio Pipeline LLC; and |
| • | certain related real property interests as set forth on Schedule A to the Contribution Agreement. |
On August 6, 2018, the Partnership completed the acquisition of the Assets as contemplated by the Contribution Agreement (the “Contribution”) in exchange for its payment to WRS of $1.55 billion, comprised of (i) $300 million in cash financed with borrowings under the Senior Secured Revolving Credit Agreement dated as of January 29, 2016, among the Partnership, Bank of America, N. A., as administrative agent, and the other lenders party thereto, and (ii) 28,283,742 newly issued common units of the Partnership with a fair value of $1.25 billion.
In connection with the Contribution, the applicable Andeavor Parties and Logistics Parties entered into certain commercial agreements and other agreements, as described below.
The foregoing description of the Contribution Agreement is not complete and is qualified in its entirety by reference to the Contribution Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Second Amended and Restated Schedules to the Fourth Amended and Restated Omnibus Agreement
Effective August 6, 2018, Andeavor entered into the Second Amended and Restated Schedules to the Fourth Amended and Restated Omnibus Agreement (the “Amended Omnibus Schedules”) with the General Partner, the Partnership, Tesoro Refining & Marketing Company LLC (“TRMC”), Tesoro Alaska Company LLC (“TAC”) and Tesoro Companies, Inc. (“TCI”), which amend and restate the schedules to the Fourth Amended and Restated Omnibus Agreement to include the Assets.
The foregoing description is not complete and is qualified in its entirety by reference to the Amended Omnibus Schedules, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Relationships
Each of the Partnership, the General Partner, WRP and the other Logistics Parties as well as TRMC, TAC, TCI, ATL and WRCL is a direct or indirect subsidiary of Andeavor. As a result, certain individuals, including officers and directors of Andeavor and the General Partner, serve as officers and/or directors of more than one of such other entities. After the Contribution, the General Partner, as the general partner of the Partnership, holds a non-economic general partner interest in, and 88,624,852 common units of, the Partnership, which represent approximately 36.1% of the outstanding common units of the Partnership. Andeavor, through WRS, owns 67,548,276 common units of the Partnership, which represent approximately 27.5% of the outstanding common units of the Partnership, in addition to the non-economic general partner interest and the common units in the Partnership held by the General Partner, as discussed above. Andeavor also holds, through WRS, 80,000 TexNew Mex units representing limited partner interests in the Partnership and a special limited partner interest in the Partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The description in Item 1.01 above of the closing of the Contribution is incorporated into this Item 2.01 by reference.
Forward Looking Statements
This communication contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Words such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements, which involve risks, uncertainties and assumptions that are difficult to predict. They include, without limitation, statements related to the expected completion date of the construction of the LAR Interconnecting Pipelines. These forward-looking statements are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. A number of factors could cause our actual results to differ, possibly materially, from the anticipated results indicated in or implied by these forward-looking statements. Such factors include those detailed in our annual reports on Form 10-K, quarterly reports on Form 10-Q and other public filings and press releases, available on our website at http://andeavor.com and on the SEC’s website at http://www.sec.gov. Our forward-looking statements are based on assumptions that we consider to be reasonable but that may not prove to be accurate. We undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 7, 2018
| ANDEAVOR | ||
| By: | /s/ Blane W. Peery | |
| Blane W. Peery | ||
| Vice President and Controller | ||