Tesoro Corporation (NYSE:TSO) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Merger, on June 1, 2017, Western Refining
terminated all commitments and repaid all amounts outstanding, as
applicable, under (i) the Term Loan Credit Agreement, dated as of
November 12, 2013 (as amended, supplemented or otherwise modified
to date), among Western Refining, as borrower, the lenders party
thereto, Bank of America, N.A., as administrative agent, and the
lenders party thereto from time to time and (ii) the Third
Amended and Restated Revolving Credit Agreement, dated as of
October 2, 2014 (as amended, supplemented or otherwise modified
to date), by and among Western Refining, the lenders party
thereto and Bank of America, N.A. as administrative agent. In
addition, on June 1, 2017, Northern Tier Energy LLC, a
wholly-owned subsidiary of Western Refining (Northern Tier),
terminated all commitments and repaid all amounts outstanding
under the Amended and Restated Credit Agreement, dated as of
September 29, 2014 (as amended, restated, supplemented or
otherwise modified to date), among Northern Tier, each other
subsidiary of Northern Tier from time to time party thereto, the
financial institutions from time to time party thereto and
JPMorgan Chase Bank, N.A., as administrative agent and as
collateral agent.
terminated all commitments and repaid all amounts outstanding, as
applicable, under (i) the Term Loan Credit Agreement, dated as of
November 12, 2013 (as amended, supplemented or otherwise modified
to date), among Western Refining, as borrower, the lenders party
thereto, Bank of America, N.A., as administrative agent, and the
lenders party thereto from time to time and (ii) the Third
Amended and Restated Revolving Credit Agreement, dated as of
October 2, 2014 (as amended, supplemented or otherwise modified
to date), by and among Western Refining, the lenders party
thereto and Bank of America, N.A. as administrative agent. In
addition, on June 1, 2017, Northern Tier Energy LLC, a
wholly-owned subsidiary of Western Refining (Northern Tier),
terminated all commitments and repaid all amounts outstanding
under the Amended and Restated Credit Agreement, dated as of
September 29, 2014 (as amended, restated, supplemented or
otherwise modified to date), among Northern Tier, each other
subsidiary of Northern Tier from time to time party thereto, the
financial institutions from time to time party thereto and
JPMorgan Chase Bank, N.A., as administrative agent and as
collateral agent.
Also in connection with the Merger, on May 11, 2017, Western
Refining called for redemption all of the then outstanding 6.25%
Senior Notes due 2021, and the indenture governing these notes
was satisfied and discharged in accordance with the terms thereof
on June 1, 2017. On May 1, 2017, Northern Tier called for
redemption all of the then outstanding 7.125% Senior Secured
Notes due 2020, and the indenture governing these notes was
satisfied and discharged in accordance with the terms thereof on
June 1, 2017.
Refining called for redemption all of the then outstanding 6.25%
Senior Notes due 2021, and the indenture governing these notes
was satisfied and discharged in accordance with the terms thereof
on June 1, 2017. On May 1, 2017, Northern Tier called for
redemption all of the then outstanding 7.125% Senior Secured
Notes due 2020, and the indenture governing these notes was
satisfied and discharged in accordance with the terms thereof on
June 1, 2017.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The text set forth under Introductory Note above is incorporated
herein by reference.
herein by reference.
As previously disclosed, 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, Inc. had the option to elect to 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):
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, Inc. had the option to elect to 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):
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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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Also previously disclosed, (i) because the Cash Consideration
option was oversubscribed, the consideration to be received by
the holders who validly elected the Cash Consideration was
prorated to the terms set forth in the Merger Agreement and (ii)
based on the preliminary prorationing and assuming 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:
option was oversubscribed, the consideration to be received by
the holders who validly elected the Cash Consideration was
prorated to the terms set forth in the Merger Agreement and (ii)
based on the preliminary prorationing and assuming 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, 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 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.
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.
Also, as previously disclosed, based on the preliminary
prorationing described above, the Western Refining stockholders
will receive in the aggregate approximately 42,617,757 shares
of Tesoro common stock (which excludes shares to be issued in
the future under certain Western Refining equity awards that
are being converted into Tesoro equity awards 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.
prorationing described above, the Western Refining stockholders
will receive in the aggregate approximately 42,617,757 shares
of Tesoro common stock (which excludes shares to be issued in
the future under certain Western Refining equity awards that
are being converted into Tesoro equity awards 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 issuance of shares of Tesoro common stock in connection
with the Merger was registered under the Securities Act of 1933
(the Securities Act) 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.
with the Merger was registered under the Securities Act of 1933
(the Securities Act) 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.
On June 1, 2017, in order to finance the approximately $404
million cash payment, repayments of amounts outstanding under
credit agreements and senior notes of Western Refining and
Northern Tier, and fees and expenses related to the
transaction, we utilized cash on hand and borrowed $575 million
under the incremental revolving tranche under our existing
credit facility, dated as of September 30, 2016 (as amended and
restated as of December 13, 2016), among Tesoro Corporation,
the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent.
million cash payment, repayments of amounts outstanding under
credit agreements and senior notes of Western Refining and
Northern Tier, and fees and expenses related to the
transaction, we utilized cash on hand and borrowed $575 million
under the incremental revolving tranche under our existing
credit facility, dated as of September 30, 2016 (as amended and
restated as of December 13, 2016), among Tesoro Corporation,
the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent.
The foregoing description of the Merger and the Merger
Agreement does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which was
filed as Annex A to the Joint Proxy Statement/Prospectus and is
incorporated herein by reference.
Agreement does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which was
filed as Annex A to the Joint Proxy Statement/Prospectus and is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective June 1, 2017, our Board of Directors increased the
size of the Board to twelve directors and elected Paul L.
Foster, the former Executive Chairman of Western Refining, and
Jeff A. Stevens, the former President and Chief Executive
Officer of Western Refining, as directors to the terms of the
Merger Agreement. The Board determined that Messrs. Foster and
Stevens meet the independence requirements under the rules of
the New York Stock Exchange and the Companys independence
standards. Mr. Foster will serve on the Audit and Governance
Committees of the Board, and Mr. Stevens will serve on the
Environmental, Health, Safety and Security Committee of the
Board. Messrs. Foster and Stevens will receive compensation for
their service on the Board consistent with that provided to our
other non-employee directors, as previously disclosed in our
annual proxy statement.
size of the Board to twelve directors and elected Paul L.
Foster, the former Executive Chairman of Western Refining, and
Jeff A. Stevens, the former President and Chief Executive
Officer of Western Refining, as directors to the terms of the
Merger Agreement. The Board determined that Messrs. Foster and
Stevens meet the independence requirements under the rules of
the New York Stock Exchange and the Companys independence
standards. Mr. Foster will serve on the Audit and Governance
Committees of the Board, and Mr. Stevens will serve on the
Environmental, Health, Safety and Security Committee of the
Board. Messrs. Foster and Stevens will receive compensation for
their service on the Board consistent with that provided to our
other non-employee directors, as previously disclosed in our
annual proxy statement.
Mr. Stevens is concurrently being appointed as a director to
the board of directors of the general partner of Tesoro
Logistics LP, which is indirectly owned by Tesoro.
the board of directors of the general partner of Tesoro
Logistics LP, which is indirectly owned by Tesoro.
Mr. Stevens, the former Chief Executive Officer of Western
Refining, will receive severance payments from Tesoro in an
amount equal to two times his annual base salary at Western
Refining paid over 24 months, as more fully described in the
Joint Proxy Statement/Prospectus.
Refining, will receive severance payments from Tesoro in an
amount equal to two times his annual base salary at Western
Refining paid over 24 months, as more fully described in the
Joint Proxy Statement/Prospectus.
Item 8.01 Other Events.
On June 1, 2017, we issued (i) a press release, filed as
Exhibit 99.1 to this Current Report on Form 8-K, announcing
that we will change our name to Andeavor; (ii) a press release,
filed as Exhibit 99.2 to this Current Report on Form 8-K,
announcing that we have completed our acquisition of Western
Refining; and (iii) a press release, filed as Exhibit 99.3 to
this Current Report on Form 8-K, announcing that our Board has
appointed two new directors.
Exhibit 99.1 to this Current Report on Form 8-K, announcing
that we will change our name to Andeavor; (ii) a press release,
filed as Exhibit 99.2 to this Current Report on Form 8-K,
announcing that we have completed our acquisition of Western
Refining; and (iii) a press release, filed as Exhibit 99.3 to
this Current Report on Form 8-K, announcing that our Board has
appointed two new directors.
Each such press release is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) The financial statements required by this Item 9.01(a) will
be filed by amendment to this Current Report on Form 8-K no
later than 71 days after the closing of the Merger.
be filed by amendment to this Current Report on Form 8-K no
later than 71 days after the closing of the Merger.
(b) The pro forma financial information required by this Item
9.01(b) will be filed by amendment to this Current Report no
later than 71 days after the closing of the Merger.
9.01(b) will be filed by amendment to this Current Report no
later than 71 days after the closing of the Merger.
(d) The following exhibits are being filed as part of this
Report.
Report.
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2.1
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Agreement and Plan of Merger, dated as of November
16, 2016, among Western Refining, Inc., Tesoro Corporation, Tahoe Merger Sub 1, Inc. and Tahoe Merger Sub 2, LLC. (incorporated by reference to Exhibit 2.1 to Tesoro Corporations Current Report on Form 8-K filed on November 18, 2016, Commission file number 1-03473). |
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99.1
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Press release dated June 1, 2017, announcing that
Tesoro Corporation will change its name to Andeavor. |
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99.2
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Press release dated June 1, 2017, announcing that
Tesoro Corporation has completed its acquisition of Western Refining, Inc. |
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99.3
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Press release dated June 1, 2017, announcing that
Tesoro Corporations Board of Directors has elected two new directors. |
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 acquisition by
Tesoro of Western Refining (including but not limited to
regarding the preliminary results of the cash/stock election
for the Merger and the aggregate number of Tesoro shares
issued and aggregate amount of cash consideration paid in
connection with 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, whether or not the shares of
Western common stock for which election forms were submitted
subject to guaranteed deliver are ultimately delivered could
result in changes to the preliminary prorationing disclosed
above and/or to the amount of cash and stock consideration
received by Western Refining shareholders, among 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
and, 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 believes to be reasonable but
that may not prove to be accurate. Tesoro and Western
Refining 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 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 acquisition by
Tesoro of Western Refining (including but not limited to
regarding the preliminary results of the cash/stock election
for the Merger and the aggregate number of Tesoro shares
issued and aggregate amount of cash consideration paid in
connection with 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, whether or not the shares of
Western common stock for which election forms were submitted
subject to guaranteed deliver are ultimately delivered could
result in changes to the preliminary prorationing disclosed
above and/or to the amount of cash and stock consideration
received by Western Refining shareholders, among 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
and, 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 believes to be reasonable but
that may not prove to be accurate. Tesoro and Western
Refining 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 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 up +0.01 at 83.25 with 4,544,736 shares trading hands.
