WESTERN REFINING, INC. (NYSE:WNR) Files An 8-K Other Events

Item 8.01 Other Events.

As previously disclosed, on November 16, 2016,Western Refining,
Inc., a Delaware corporation (Western Refining
or we), Tesoro Corporation, a Delaware
corporation (Tesoro), Tahoe Merger Sub 1, Inc.,
a Delaware corporation and a wholly owned subsidiary of Tesoro
(Merger Sub 1) and Tahoe Merger Sub 2, LLC, a
Delaware limited liability company and a wholly owned subsidiary
of Tesoro, entered into an Agreement and Plan of Merger (the
Merger Agreement) providing for the acquisition
of Western Refining by Tesoro through a merger of Merger Sub 1
with and into Western Refining, with Western Refining surviving
the merger as a wholly owned subsidiary of Tesoro (the
Merger). The completion of the Merger is
subject, among other conditions, to the expiration or termination
of the waiting period applicable to the Merger to the
requirements of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the HSR Act), and the rules
promulgated thereunder.

On May 24, 2017, we were notified that the waiting period under
the HSR Act applicable to the Merger was terminated by the
Federal Trade Commission, and, as a result, the corresponding
condition to the parties obligation to consummate the Merger has
been satisfied. The Merger remains subject to satisfaction of
other customary closing conditions.

Also on May 24, 2017, we issued a press release publicly
announcing (i) the termination of the waiting period under the
HSR Act, (ii) the expected closing date of June 1, 2017 and (iii)
that Tesoro has set the Election Deadline (as defined in the
election materials previously provided to Western Refining
stockholders of record and in the Merger Agreement) for
stockholders of record of Western Refining to make their
elections with respect to the merger consideration payable upon
the closing of the Merger, which is 5:00 p.m. Eastern Time on May
30, 2017, unless otherwise extended by Tesoro by subsequent
public announcement. A copy of the press release is filed as
Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Forward Looking Statements

This Current Report on Form 8-K 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. These forward-looking
statements include, but are not limited to, statements regarding
the proposed acquisition of Western Refining by Tesoro,
integration and transition plans, synergies, opportunities,
anticipated future performance, expected share buyback program
and expected dividends . There are a number of risks and
uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
communication. For example, the expected timing and likelihood of
completion of the proposed merger, including the timing, receipt
and terms and conditions of any required governmental and
regulatory approvals of the proposed acquisition that could
reduce anticipated benefits or cause the parties to abandon the
acquisition, the ability to successfully integrate the
businesses, the occurrence of any event, change or other
circumstances that could give rise to the termination of the
merger agreement for the acquisition, the risk that the parties
may not be able to satisfy the conditions to the proposed
acquisition in a timely manner or at all, risks related to
disruption of management time from ongoing business operations
due to the proposed acquisition, the risk that any announcements
relating to the proposed acquisition could have adverse effects
on the market price of Tesoros common stock or Western Refinings
common stock, the

risk that the proposed acquisition and its announcement could
have an adverse effect on the ability of Tesoro and Western
Refining to retain customers and retain and hire key personnel
and maintain relationships with their suppliers and customers and
on their operating results and businesses generally, the risk
that problems may arise in successfully integrating the
businesses of the companies, which may result in the combined
company not operating as effectively and efficiently as expected,
the risk that the combined company may be unable to achieve
cost-cutting synergies or it may take longer than expected to
achieve those synergies, the risk that the combined company may
not buy back shares, the risk of the amount of any future
dividend Tesoro may pay, and other factors. All such factors are
difficult to predict and are beyond our control, including those
detailed in Tesoros annual reports on Form 10-K, quarterly
reports on Form 10-Q, Current Reports on Form 8-K and
registration statement on Form S-4 filed with the SEC on December
14, 2016, as amended (the Form S-4) that are available on Tesoros
website at http://www.tsocorp.com and on the SECs website at
http://www.sec.gov, and those detailed in Western Refinings
annual reports on Form 10-K, quarterly reports on Form 10-Q and
Current Reports on Form 8-K that are available on Western
Refinings website at http://www.wnr.com and on the SEC website at
http://www.sec.gov. Tesoros and Western Refinings forward-looking
statements are based on assumptions that Tesoro and Western
Refining believe to be reasonable but that may not prove to be
accurate. Tesoro and Western Refining 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.

No Offer or Solicitation:

This communication relates to a proposed business combination
between Western Refining and Tesoro. This communication is for
informational purposes only and is neither an offer to purchase,
nor a solicitation of an offer to sell, any securities in any
jurisdiction to the proposed transactions or otherwise, nor shall
there be any sale, issuance or transfer or securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.

Additional Information and Where to Find It:

In connection with the proposed transaction, Tesoro has filed
with the SEC, and the SEC has declared effective, a registration
statement on Form S-4 (Reg. No. 333-215080), containing a joint
proxy statement/prospectus of Tesoro and Western Refining, which
proxy statement/prospectus was first mailed to Tesoro and Western
Refining stockholders on February 17, 2017. This communication is
not a substitute for the registration statement, proxy
statement/prospectus or any other documents that Tesoro or
Western Refining may file with the SEC or send to stockholders in
connection with the proposed transaction. STOCKHOLDERS OF TESORO
AND WESTERN REFINING ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders will be able to obtain copies of these
documents, including the proxy statement/prospectus, and other
documents filed with the SEC (when available) free of charge at
the SECs website, http://www.sec.gov. Copies of documents filed
with the SEC by Tesoro will be made available free of charge on
Tesoros website at http://www.tsocorp.com or by contacting
Tesoros Investor Relations Department by phone at 210-626-6000.
Copies of documents filed with the SEC by Western Refining will
be made available free of charge on Western Refinings website at
http://www.wnr.com or by contacting Western Refinings Investor
Relations Department by phone at 602-286-1530 or 602-286-1533.

About WESTERN REFINING, INC. (NYSE:WNR)

Western Refining, Inc. (Western) is a crude oil refiner and marketer of refined products. The Company operates through four segments: refining, Northern Tier Energy LP (NTI), Western Refining Logistics, LP (WNRL) and retail. Its refining segment owns and operates over two refineries in the Southwest that process crude oil and other feedstocks into gasoline, diesel fuel, jet fuel and asphalt. Its NTI segment owns and operates refining and transportation assets and operates and supports retail convenience stores in the Upper Great Plains region of the United States. Its WNRL segment owns and operates terminal, storage, transportation and wholesale assets consisting of a fleet of crude oil and refined product truck transports and wholesale petroleum product operations in the Southwest region. WNRL’s primary customer is its refineries in the Southwest. Its retail segment operates retail convenience stores and unmanned commercial fleet fueling locations located in the Southwest.

WESTERN REFINING, INC. (NYSE:WNR) Recent Trading Information

WESTERN REFINING, INC. (NYSE:WNR) closed its last trading session down -0.01 at 36.17 with 522,938 shares trading hands.