WESTERN REFINING, INC. (NYSE:WNR) Files An 8-K Termination of a Material Definitive Agreement
Item1.02 Termination of a Material Definitive Agreement.
In connection with the Merger, on June1, 2017, Western Refining
terminated all commitments and repaid all amounts outstanding, as
applicable, under (i)the Term Loan Credit Agreement, dated as of
November12, 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 October2,
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 June1,
2017, Northern Tier, terminated all commitments and repaid all
amounts outstanding under the Amended and Restated Credit
Agreement, dated as of September29, 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 May11, 2017, Western
Refining called for redemption all of the then outstanding 6.25%
Senior Notes due 2021 (the WNR Senior Notes), and the indenture
governing the WNR Senior Notes was satisfied and discharged in
accordance with the terms thereof on June1, 2017. On May1, 2017,
Northern Tier called for redemption all of the then outstanding
7.125% Senior Secured Notes due 2020 (the NTI Senior Secured
Notes), and the indenture governing the NTI Senior Secured Notes
was satisfied and discharged in accordance with the terms thereof
on June1, 2017.
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Item3.03.Material Modification to Rights of Security
Holders.
The information set forth in the Introductory Note and Item 5.03
of this Current Report on Form 8-K is incorporated herein by
reference.
At the Effective Time, each share of common stock of Western
Refining was automatically canceled and converted into the right
to receive the merger consideration. In addition, as a result of
the Merger:
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each outstanding restricted stock unit (RSU) that was vested as of the Effective Time was cancelled in exchange for an amount in cash (without interest) equal to the number of shares of such vested Western Refining RSU immediately prior to the effective time of the first merger multiplied by the Cash Consideration, less applicable taxes required to be withheld with respect to such payment; |
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each outstanding RSU that was not vested as of the Effective Time was converted into an RSU denominated in Tesoro Shares covering a number of Tesoro Shares, rounded down to the nearest whole number, equal to the number of shares of Western Refining common stock subject to such Western Refining RSU immediately prior to the effective time of the Merger multiplied by 0.4350; |
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each outstanding performance unit award (PUA) remained a performance unit award denominated in the same cash value as the Western Refining PUA, except that any references in such Western Refining PUA to shares of Western Refining common stock are to Tesoro Shares and performance metrics were adjusted to reflect the Merger; and |
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any other right to acquire or receive shares of Western Refining common stock and each award consisting of shares of Western Refining common stock was automatically converted into the right to acquire or receive benefits measured by the value of (as the case may be) the number Tesoro Shares, rounded down to the nearest whole number, equal to the number of shares of Western Refining common stock subject to such award immediately prior to the Effective Time multiplied by 0.4350, and to the extent such award provides for payments to the extent the value of the shares of Western Refining common stock exceeds a specified reference price, at a reference price per share, rounded to the nearest whole cent, equal to the reference price per share of Western Refining common stock immediately prior to the Effective Time divided by 0.4350, and any performance metrics, as applicable, were adjusted to reflect the Merger. |
At the Effective Time, each holder of a certificate formerly
representing shares of Western Refining common stock or of
non-certificated
book-entry shares of Western Refining common stock ceased to have
any rights with respect to such shares, except for the right to
receive the merger consideration without interest upon surrender
thereof.
Item5.01.
Changes in Control of Registrant.
The information
set forth in the Introductory Note of this Current Report on Form
8-K is incorporated herein by reference.
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Item5.02.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements to Certain Officers
In accordance with
the terms of the Merger Agreement, all of the directors of the
Company prior to the Effective Time ceased to be directors of the
Company effective as of the Effective Time. Blane W. Peery,
Stephan E. Tompsett and Elisa D. Watts became the directors of
the Company effective as of the Effective Time. Gregory J. Goff
was appointed as President and Chief Executive Officer, Steven M.
Sterin was appointed as Executive Vice President and Chief
Financial Officer, and Blane W. Peery was appointed as Vice
President and Controller and will serve as principal accounting
officer of the Company.
Item5.03.
Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
At the Effective
Time of the Merger, (i)Western Refinings Certificate of
Incorporation was amended and restated in accordance with the
Merger Agreement and (ii)the Bylaws of Merger Sub 1 in effect
immediately prior to the Effective Time became the bylaws of the
Company.
A copy of the
Amended and Restated Certificate of Incorporation of Western
Refining is filed as Exhibit 3.1 to this Current Report on Form
8-K and is
incorporated herein by reference, and a copy of the Amended and
Restated Bylaws of Western Refining is filed as Exhibit 3.2 to
this Current Report on Form 8-K and is incorporated herein by
reference.
On June 1, 2017, the Company
issued a joint press release with Tesoro Corporation, filed as
Exhibit 99.1 to this Current Report on Form 8-K, announcing that
Tesoro has completed its acquisition of the
Company.
Item9.01. Financial
Statements and Exhibits.
(d)
Exhibits
| Exhibit | Description | |
| 2.1 |
Agreement and Plan of Merger, dated as of November16, 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 Western Refinings Current Report on Form 8-K filed on November17, 2016, Commission file number 1-32721). |
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| 3.1* |
Amended and Restated Certificate of Incorporation of Western Refining, Inc., dated June1, 2017. |
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| 3.2* |
Amended and Restated Bylaws of Western Refining, Inc., dated June1, 2017. |
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| 99.1* |
Press release dated June 1, 2017, announcing that Tesoro Corporation has completed its acquisition of Western Refining, Inc. |
| * | Filed herewith. |
Forward Looking
Statements
This Current Report on Form
8-K contains certain statements that are forward-looking
statements within the meaning of Section27A 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
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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 Refining 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 Western
Refinings control, including those detailed in Western Refinings
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 December14, 2016, as amended (the FormS-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 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.
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About WESTERN REFINING, INC. (NYSE:WNR)
Western Refining, Inc. (Western) is a crude oil refiner and marketer of refined products. The Company operates through four segments: refining, Northern Tier Energy LP (NTI), Western Refining Logistics, LP (WNRL) and retail. Its refining segment owns and operates over two refineries in the Southwest that process crude oil and other feedstocks into gasoline, diesel fuel, jet fuel and asphalt. Its NTI segment owns and operates refining and transportation assets and operates and supports retail convenience stores in the Upper Great Plains region of the United States. Its WNRL segment owns and operates terminal, storage, transportation and wholesale assets consisting of a fleet of crude oil and refined product truck transports and wholesale petroleum product operations in the Southwest region. WNRL’s primary customer is its refineries in the Southwest. Its retail segment operates retail convenience stores and unmanned commercial fleet fueling locations located in the Southwest. WESTERN REFINING, INC. (NYSE:WNR) Recent Trading Information
WESTERN REFINING, INC. (NYSE:WNR) closed its last trading session down -0.02 at 36.18 with 17,011,174 shares trading hands.
