Tesoro Corporation (NYSE:TSO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On December13, 2016, Tesoro Corporation (Tesoro or the Company)
entered into an Amendment and Incremental Facility Agreement (the
Amendment Agreement), among the Company, the lenders party
thereto, JPMorgan Chase Bank, N.A., as administrative agent and
certain other parties thereto, which amends and restates the
Companys existing Credit Facility, dated as of September30, 2016
(the Existing Credit Agreement) in the form attached as Exhibit A
to the Amendment Agreement. The Existing Credit Agreement, as
amended and restated by the Amendment Agreement, is referred to
herein as the Restated Credit Agreement.
The Restated Credit Agreement provides for an incremental
revolving facility in an aggregate principal amount of
$1.0billion (the Incremental Revolver) and increases the
aggregate commitments under the Existing Credit Agreement from
$2.0billion to $3.0billion. Subject to certain conditions, the
Incremental Revolver may be initially borrowed to fund (i)the
cash consideration payable in connection with the Companys
acquisition of Western Refining, Inc. (Western Refining)
previously disclosed on the Companys Current Report on Form
8-K filed with the
SEC on November18, 2016, (the Merger), (ii) the repayment and
redemption of certain outstanding indebtedness of Western
Refining and its subsidiaries in connection with the Merger and
(iii)the payment of fees and expenses associated with the
foregoing. Upon entry into the Amendment Agreement, the aggregate
principal amount of commitments in respect of the Companys
previously announced bridge credit facility was automatically
reduced by an aggregate amount of $1.0billion.
Following the
initial borrowing of the Incremental Revolver and subject to
certain conditions, the Incremental Revolver will convert into a
single tranche with the existing commitments under the Restated
Credit Agreement and will be available for general corporate
purposes and working capital. Following the conversion of the
Incremental Revolver, the Company will have a single tranche of
$3.0billion of commitments under the Restated Credit
Agreement.
The availability
of the Incremental Revolver is subject to customary conditions,
including the completion of the Merger, the administrative agents
receipt of certain closing documents, a solvency certificate, the
accuracy of certain representations, payment of fees and expenses
and other conditions more fully set forth in the Restated Credit
Agreement.
The Restated
Credit Agreement also amends certain provisions of the Existing
Credit Agreement to, among other things (i)permit the
consummation of the Merger, (ii)permit the incurrence of
additional unsecured indebtedness in an aggregate principal
amount not to exceed $2.15billion, (iii)permit the incurrence of
certain pre-existing debt of Western
Refining and its
subsidiaries to the terms of the Merger Agreement, and
(iv)exclude Western Refining Logistics, LP and its subsidiaries
from any requirement to guarantee or secure the Restated Credit
Agreement (collectively, with the entry into the Incremental
Revolver, the Amendments).
Other than with
respect to the Amendments, the terms of the Restated Credit
Agreement are substantially the same as the terms of the Existing
Credit Facility.
The foregoing
description of the Amendment Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Amendment Agreement, a copy of which is filed as Exhibit 10.1
hereto and incorporated by reference in this Current Report on
Form 8-K.
Item2.03.
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance
Sheet Arrangement of a Registrant
The description above under
Item 1.01 is incorporated in this Item 2.03 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 of 1933 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 Merger and the terms and
conditions of certain planned financing for the Merger. 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 merger that
could reduce anticipated benefits or cause the parties to abandon
the transaction, the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Merger agreement, the possibility that stockholders of the
Company may not approve the issuance of new shares of common
stock in the merger or that stockholders of Western Refining may
not approve the merger agreement, the risk that the parties may
not be able to satisfy the conditions to the proposed Merger in a
timely manner or at all, the risk that any announcements relating
to the proposed Merger could have adverse effects on the market
price of the Companys common stock or Western Refinings common
stock, and other factors. All such factors are difficult to
predict and are beyond the Companys control, including those
detailed in the Companys annual reports on Form 10-K, quarterly
reports on Form 10-Q and Current Reports on Form 8-K that are
available on its website at http://www.tsocorp.com and on the
SEC
website at http://www.sec.gov.
The Company undertakes 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 the Company becomes aware of, except as required by
applicable law or regulation. Readers are cautioned not to place
undue reliance on these forward-looking statements that 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 announcement is for informational purposes only and
is neither an offer to purchase, nor a solicitation of an offer
to sell, any securities or the solicitation of any vote 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 Section10 of the Securities Act of 1933, as
amended.
Additional Information
and Where to Find It:
This communication may be
deemed to be solicitation material in respect of the proposed
transaction between Tesoro and Western. In connection with the
proposed transaction, Western and/or Tesoro may file one or more
proxy statements, registration statements, proxy
statement/prospectus or other documents with the SEC. This
communication is not a substitute for the proxy statement,
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 ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT(S), REGISTRATION STATEMENT(S) AND/OR PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any definitive proxy
statement(s) (if and when available) will be mailed to
stockholders of Western Refining and/or Tesoro, as applicable.
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.
Participants in the
Solicitation:
Tesoro and its directors and
executive officers, and Western Refining and its directors and
executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of Tesoro common stock
and Western Refining common stock in respect of the proposed
Merger. Information about the directors and executive officers of
Tesoro is set forth in the proxy statement for Tesoros 2016
Annual Meeting of Stockholders, which was filed with the SEC on
March22, 2016, and in the other documents filed after the date
thereof by Tesoro with the SEC. Information about the directors
and executive officers of Western Refining is set forth in the
proxy statement for Western Refinings 2016 Annual Meeting of
Shareholders, which was filed with the SEC on April22, 2016, and
in the other documents filed after the date thereof by Western
Refining with the SEC. Investors may obtain additional
information regarding the interests of such participants by
reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding
paragraph.
Section9.01 Financial
Statements and Exhibits.
|
Exhibit Number |
Description |
|
| 10.1 |
Amendment and Incremental Facility Agreement, dated as of December13, 2016, to the Credit Agreement dated as of September30, 2016, among Tesoro Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Well Fargo Bank, National Association, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Mizuho Bank, Ltd. and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-syndication agents, and BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Royal Bank of Canada, TD Securities (USA) LLC and UBS AG, Stamford Branch, as co-documentation agents. |
About Tesoro Corporation (NYSE:TSO)
Tesoro Corporation (Tesoro) is an independent petroleum refining and marketing company. The Company operates through three business segments: Refining operating segment (Refining), which owns and operates refineries, and refines crude oil and other feedstocks into transportation fuels; TLLP, a publicly traded limited partnership, which includes certain crude oil and natural gas gathering assets, natural gas processing and crude oil and refined products terminaling, and transportation and storage assets, and marketing segment (Marketing), which sells transportation fuels. The Company’s Refining segment owns and operates approximately six petroleum refineries with a combined crude oil capacity of over 850 thousand barrels per day (Mbpd). TLLP’s business operates in three segments: Gathering, Processing, and Terminalling and Transportation. The Marketing segment sells transportation fuels in approximately 20 states through a network of approximately 2,270 retail stations. Tesoro Corporation (NYSE:TSO) Recent Trading Information
Tesoro Corporation (NYSE:TSO) closed its last trading session down -1.78 at 89.80 with 1,643,107 shares trading hands.
