Tesoro Corporation (NYSE:TSO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on November 16, 2016, Tesoro Corporation
(the “Company”>or “Tesoro”) entered into a financing
commitment letter (the “Original Commitment Letter”) with Goldman
Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending Partners LLC
(“GSLP”, and together with GS Bank, “Goldman Sachs”) providing
Goldman Sachs commitments with respect to debt financing to be
utilized in connection with funding the Companys proposed merger
(the “Merger”) with Western Refining, Inc. (“Western”).
(the “Company”>or “Tesoro”) entered into a financing
commitment letter (the “Original Commitment Letter”) with Goldman
Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending Partners LLC
(“GSLP”, and together with GS Bank, “Goldman Sachs”) providing
Goldman Sachs commitments with respect to debt financing to be
utilized in connection with funding the Companys proposed merger
(the “Merger”) with Western Refining, Inc. (“Western”).
On November 29, 2016, the Company entered into an amended and
restated commitment letter (the “Amended and Restated Commitment
Letter”) with GS Bank, JPMorgan Chase Bank, N.A., Mizuho Bank,
Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a
global financial group, Wells Fargo Bank, National Association,
Wells Fargo Securities LLC, WF Investment Holdings, LLC, SunTrust
Bank, SunTrust Robinson Humphrey, Inc., UBS AG, Stamford Branch and
UBS Securities LLC (collectively, the “Commitment Parties”),
which replaced and superseded the Original Commitment Letter and
the commitments contemplated thereby in its entirety.
restated commitment letter (the “Amended and Restated Commitment
Letter”) with GS Bank, JPMorgan Chase Bank, N.A., Mizuho Bank,
Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a
global financial group, Wells Fargo Bank, National Association,
Wells Fargo Securities LLC, WF Investment Holdings, LLC, SunTrust
Bank, SunTrust Robinson Humphrey, Inc., UBS AG, Stamford Branch and
UBS Securities LLC (collectively, the “Commitment Parties”),
which replaced and superseded the Original Commitment Letter and
the commitments contemplated thereby in its entirety.
Subject to the terms and conditions set forth in the Amended and
Restated Commitment Letter, the Commitment Parties have committed
to provide (i) a 364-day senior unsecured bridge facility in an
aggregate principal amount not to exceed $2.15 billion (the
“Bridge Facility”) and (ii) to the extent certain proposed
amendments to the Companys existing credit facility (previously
filed as Exhibit 10.1 to the Companys Current Report on Form 8-K
filed on September 30, 2016) (the “Existing Credit Facility”) are
not obtained, a senior secured backstop credit facility in an
aggregate principal amount up to $2.0 billion (the “Backstop
Facility”) for purposes of refinancing the Existing Credit
Facility. The terms and conditions of the Bridge Facility and the
Backstop Facility are substantially the same as in the Original
Commitment Letter.
Restated Commitment Letter, the Commitment Parties have committed
to provide (i) a 364-day senior unsecured bridge facility in an
aggregate principal amount not to exceed $2.15 billion (the
“Bridge Facility”) and (ii) to the extent certain proposed
amendments to the Companys existing credit facility (previously
filed as Exhibit 10.1 to the Companys Current Report on Form 8-K
filed on September 30, 2016) (the “Existing Credit Facility”) are
not obtained, a senior secured backstop credit facility in an
aggregate principal amount up to $2.0 billion (the “Backstop
Facility”) for purposes of refinancing the Existing Credit
Facility. The terms and conditions of the Bridge Facility and the
Backstop Facility are substantially the same as in the Original
Commitment Letter.
The Amended and Restated Commitment Letter also contemplates
certain amendments to the existing credit facility, and an
incremental revolving facility in the aggregate principal amount of
$1.0 billion (the “Incremental Facility”). The Company expects to
use the proceeds of the initial borrowing under the Incremental
Facility together with permanent financing in the form of senior
unsecured notes, in lieu of the Bridge Facility, to pay all or a
portion of the cash consideration in connection with the Merger,
refinance certain indebtedness of Western and its subsidiaries, and
pay related fees and expenses. There can be no assurance that the
permanent financing will be completed.
certain amendments to the existing credit facility, and an
incremental revolving facility in the aggregate principal amount of
$1.0 billion (the “Incremental Facility”). The Company expects to
use the proceeds of the initial borrowing under the Incremental
Facility together with permanent financing in the form of senior
unsecured notes, in lieu of the Bridge Facility, to pay all or a
portion of the cash consideration in connection with the Merger,
refinance certain indebtedness of Western and its subsidiaries, and
pay related fees and expenses. There can be no assurance that the
permanent financing will be completed.
The foregoing description of the Amended and Restated Commitment
Letter does not purport to be complete and is qualified in its
entirety by reference to the Amended and Restated Commitment
Letter, a copy of which is filed as Exhibit 10.1>hereto and
incorporated by reference in this Current Report on Form 8-K.
Letter does not purport to be complete and is qualified in its
entirety by reference to the Amended and Restated Commitment
Letter, a copy of which is filed as Exhibit 10.1>hereto and
incorporated by reference in this Current Report on Form 8-K.
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 may not approve the merger agreement, the risk that the
parties may not be able to satisfy the conditions to the proposed
Merger or the Amended and Restated Commitment Letter in a timely
manner or at all, the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of the Companys common stock or Westerns 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 Report 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’s 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.
“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 may not approve the merger agreement, the risk that the
parties may not be able to satisfy the conditions to the proposed
Merger or the Amended and Restated Commitment Letter in a timely
manner or at all, the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of the Companys common stock or Westerns 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 Report 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’s 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 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 Section 10 of
the Securities Act of 1933, as amended.
between Western 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 Section 10 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 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.
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 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 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
will be made available free of charge on Westerns website at
http://www.wnr.com or by contacting Westerns Investor Relations
Department by phone at 602-286-1530 or 602-286-1533.
mailed to stockholders of Western 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
will be made available free of charge on Westerns website at
http://www.wnr.com or by contacting Westerns 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 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 common stock in respect of the
proposed transaction. 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 March 22, 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 is set forth in
the proxy statement for Westerns 2016 Annual Meeting of
Shareholders, which was filed with the SEC on April 22, 2016, and
in the other documents filed after the date thereof by Western
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.
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 common stock in respect of the
proposed transaction. 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 March 22, 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 is set forth in
the proxy statement for Westerns 2016 Annual Meeting of
Shareholders, which was filed with the SEC on April 22, 2016, and
in the other documents filed after the date thereof by Western
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Amended and Restated Commitment Letter, dated
November 29, 2016, among Tesoro Corporation, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group, Wells Fargo Bank, National Association, Wells Fargo Securities LLC, WF Investment Holdings LLC, SunTrust Bank, SunTrust Robinson Humphrey, Inc., UBS AG, Stamford Branch and UBS Securities LLC. |
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 -0.02 at 82.21 with 2,208,691 shares trading hands.
