Tesoro Corporation (NYSE:TSO) Files An 8-K Other Events
Item 8.01. Other Events.
As previously disclosed, on November 16, 2016, Western Refining,
Inc. (Western Refining), Tesoro Corporation (Tesoro), Tahoe
Merger Sub 1, Inc. (Merger Sub 1) and Tahoe Merger Sub 2, LLC
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).
Inc. (Western Refining), Tesoro Corporation (Tesoro), Tahoe
Merger Sub 1, Inc. (Merger Sub 1) and Tahoe Merger Sub 2, LLC
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).
As previously announced, under the terms of the Merger Agreement,
subject to the proration, allocation and other limitations set
forth in the Merger Agreement and the election materials
separately provided to the applicable stockholders, stockholders
of Western Refining had the option to elect to receive (subject
to completion of the Merger), for each share of Western Refining
common stock held by them of record as of immediately prior to
the effective time of the Merger (except for excluded shares as
more particularly set forth in the Merger Agreement):
subject to the proration, allocation and other limitations set
forth in the Merger Agreement and the election materials
separately provided to the applicable stockholders, stockholders
of Western Refining had the option to elect to receive (subject
to completion of the Merger), for each share of Western Refining
common stock held by them of record as of immediately prior to
the effective time of the Merger (except for excluded shares as
more particularly set forth in the Merger Agreement):
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0.4350 of a share of Tesoro common stock, plus cash in lieu
of any fractional share of Tesoro common stock (the Stock Consideration); or |
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$37.30 in cash (the Cash Consideration).
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The election deadline for the foregoing election expired at 5:00
PM, Eastern Time, on May 30, 2017. Based on preliminary
information received from the exchange agent for the Merger, (i)
election forms were received with respect to approximately
88,048,292 shares of Western Refining common stock in the
aggregate and (ii) the cash election option was selected with
respect to more than the 10,843,042 shares of Western Refining
common stock permitted by the Merger Agreement.
PM, Eastern Time, on May 30, 2017. Based on preliminary
information received from the exchange agent for the Merger, (i)
election forms were received with respect to approximately
88,048,292 shares of Western Refining common stock in the
aggregate and (ii) the cash election option was selected with
respect to more than the 10,843,042 shares of Western Refining
common stock permitted by the Merger Agreement.
Because the Cash Consideration option was oversubscribed, the
consideration to be received by the holders who validly elected
the Cash Consideration will be prorated to the terms set forth in
the Merger Agreement. Based on the preliminary prorationing and
assuming (i) the Merger is completed on June 1, 2017, as
currently expected and (ii) all shares of Western Refining common
stock subject to notices of guaranteed delivery are properly
delivered to the terms of such notices of guaranteed delivery:
consideration to be received by the holders who validly elected
the Cash Consideration will be prorated to the terms set forth in
the Merger Agreement. Based on the preliminary prorationing and
assuming (i) the Merger is completed on June 1, 2017, as
currently expected and (ii) all shares of Western Refining common
stock subject to notices of guaranteed delivery are properly
delivered to the terms of such notices of guaranteed delivery:
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Stockholders of record of Western Refining who validly
elected to receive the Cash Consideration will, following the Merger and subject to rounding, each receive the Cash Consideration for approximately 19% of the shares of Western Refining common stock in respect of which they had validly made elections for the Cash Consideration and the Stock Consideration with respect to the remaining shares of Western Refining common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares of Western Refining common stock as more particularly set forth in the Merger Agreement). |
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Stockholders of record of Western Refining who validly
elected to receive the Stock Consideration, and those that failed to make a valid election prior to 5:00 p.m., New York City time, on May 30, 2017, the election deadline, will following the Merger receive, for each share of Western Refining common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares as more particularly set forth in the Merger Agreement), the Stock Consideration. |
Based on the preliminary prorationing described above, following
and subject to the completion of the Merger, the Western Refining
stockholders will receive in the aggregate approximately
42,617,757 shares of Tesoro common stock (which excludes shares
to be issued under certain Western Refining equity awards that
vest as a result of the Merger) and approximately $404 million in
cash. The final prorationing and the final calculation of the
number of shares of Tesoro common stock issued and the final cash
consideration paid in connection with the Merger will be made
post-closing after the expiration of the notice of guaranteed
delivery period applicable to the cash/stock election.
and subject to the completion of the Merger, the Western Refining
stockholders will receive in the aggregate approximately
42,617,757 shares of Tesoro common stock (which excludes shares
to be issued under certain Western Refining equity awards that
vest as a result of the Merger) and approximately $404 million in
cash. The final prorationing and the final calculation of the
number of shares of Tesoro common stock issued and the final cash
consideration paid in connection with the Merger will be made
post-closing after the expiration of the notice of guaranteed
delivery period applicable to the cash/stock election.
The expected issuance of shares of Tesoro common stock in
connection with the Merger was registered under the Securities
Act of 1933 to the Companys registration statement on Form S-4
(File No. 333- 215080), declared effective by the Securities and
Exchange Commission (the SEC) on February 16, 2017. The joint
proxy statement/prospectus (the Joint Proxy Statement/Prospectus)
included in the registration statement contains additional
information about the Merger, and incorporates by reference
additional information about the Merger from Current Reports on
Form 8-K filed by Tesoro and Western Refining and incorporated by
reference into the Joint Proxy Statement/Prospectus.
connection with the Merger was registered under the Securities
Act of 1933 to the Companys registration statement on Form S-4
(File No. 333- 215080), declared effective by the Securities and
Exchange Commission (the SEC) on February 16, 2017. The joint
proxy statement/prospectus (the Joint Proxy Statement/Prospectus)
included in the registration statement contains additional
information about the Merger, and incorporates by reference
additional information about the Merger from Current Reports on
Form 8-K filed by Tesoro and Western Refining and incorporated by
reference into the Joint Proxy Statement/Prospectus.
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
by Tesoro of Western Refining, synergies and the shareholder
value to result from the combined company. 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 acquisition, 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 Tesoros 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 its 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.
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
by Tesoro of Western Refining, synergies and the shareholder
value to result from the combined company. 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 acquisition, 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 Tesoros 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 its 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.
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 00.00 at 84.00 with 2,409,306 shares trading hands.
