3//SEC Filing
Tesoro Logistics GP, LLC 3
Accession 0000899243-17-025236
CIK 0001581908other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 2:30 PM ET
Size
14.2 KB
Accession
0000899243-17-025236
Insider Transaction Report
Form 3
TESORO ALASKA CO
10% Owner
Holdings
- 1
Limited Partner Interest
Tesoro Logistics GP, LLC
10% Owner
Holdings
- 1
Limited Partner Interest
TESORO LOGISTICS LP
10% Owner
Holdings
- 1
Limited Partner Interest
TESORO REFINING & MARKETING CO
10% Owner
Holdings
- 1
Limited Partner Interest
TESORO CORP /NEW/
10% Owner
Holdings
- 1
Limited Partner Interest
Footnotes (4)
- [F1]On October 30, 2017 (the "Closing Date") and effective as of 4:01 p.m. Eastern Time, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 13, 2017, by and among Andeavor Logistics LP, a Delaware limited partnership ("Andeavor Logistics"), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of Andeavor Logistics ("TLLP GP"), Western Refining Logistics, LP, a Delaware limited partnership ("WNRL"), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of WNRL, WNRL Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Andeavor Logistics ("LP Merger Sub"), and WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly-owned-subsidiary of Andeavor Logistics, LP Merger Sub merged with and into WNRL (the "Merger"), with WNRL surviving such Merger as a wholly-owned subsidiary of Andeavor Logistics.
- [F2]Under the terms of the Merger Agreement, each common unit representing limited partnership interests in WNRL issued and outstanding immediately prior to the effective time of the Merger was converted into, and become exchangeable for, 0.5233 of a common unit representing limited partner interests in Andeavor Logistics. Upon the consummation of the Merger, the limited liability company interests in LP Merger Sub held by Andeavor Logistics were converted into a limited partner interest in WNRL. As a result, following the Merger, Andeavor Logistics owns the sole limited partner interest in WNRL, constituting 100% of the aggregate partnership interest of all partners in WNRL.
- [F3]Following the Merger, Andeavor Logistics directly owns the limited partner interest in WNRL. As described below, Andeavor, Tesoro Refining & Marketing Company, LLC ("TRMC"), Tesoro Alaska Company LLC ("Tesoro Alaska") and TLLP GP may be deemed to beneficially own the limited partner interest in WNRL through their ownership in Andeavor Logistics.
- [F4]This Form 3 is being filed jointly by Andeavor Logistics, Andeavor, TLLP GP, Tesoro Alaska and TRMC. Tesoro Alaska and TRMC are wholly owned subsidiaries of Andeavor, and Tesoro Alaska, TRMC and Andeavor collectively own 100% of TLLP GP. TLLP GP is the general partner of Andeavor Logistics. After the Merger, Andeavor, TLLP GP, Tesoro Alaska and TRMC collectively beneficially own approximately 58.7% of the common units representing limited partnership interests in Andeavor Logistics, as well as the non-economic general partner interest in Andeavor Logistics. Andeavor, Tesoro Alaska, TRMC and TLLP GP may be deemed to beneficially own the securities of the Issuer held directly by Andeavor Logistics, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Documents
Issuer
Western Refining Logistics, LP
CIK 0001581908
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001517724
Filing Metadata
- Form type
- 3
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 2:30 PM ET
- Size
- 14.2 KB