Tesoro Corporation (NYSE:TSO) Files An 8-K Other Events

Tesoro Corporation (NYSE:TSO) Files An 8-K Other Events

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Item 8.01. Other Events.

As previously disclosed, on May 31, 2017, we announced the
preliminary results of the cash/stock election that was available
to Western Refining, Inc. (Western Refining) stockholders of
record in connection with our acquisition of Western Refining
(the Merger). The notice of guaranteed delivery period applicable
to such election expired on June 2, 2017, and in connection
therewith we announce the following final results of the
cash/stock election:
Because, as previously disclosed, the cash consideration
option was oversubscribed, stockholders of record of
Western Refining who validly elected to receive the cash
consideration of $37.30 in cash (the Cash Consideration)
each received, subject to rounding, the Cash Consideration
for approximately 19.55% 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 of 0.4350 of a share of Tesoro common stock,
plus cash in lieu of any fractional share of Tesoro common
stock (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 for the Merger); and
As previously disclosed, 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, received, 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 for the Merger) the Stock
Consideration.
Based on the final prorationing described above, the Western
Refining stockholders received in the aggregate 42,617,738 shares
of Tesoro common stock (which excludes shares to be issued in the
future under certain Western Refining equity awards that were
converted into Tesoro equity awards as a result of the Merger)
and approximately $404 million in cash.
The 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 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. Taking into
account the shares of Tesoro common stock issued in the Merger
and excluding shares of Tesoro common stock held in treasury,
there were 159,944,499 shares of Tesoro common stock outstanding
as of June 7, 2017.
The foregoing description of the Merger and the merger agreement
therefor does not purport to be complete and is qualified in its
entirety by reference to such merger agreement, which was filed
as Annex A to the Joint Proxy Statement/Prospectus and is
incorporated herein by reference.


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.

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