SEC Form 4 · accession 0000899243-17-025178
ANDEAVOR LOGISTICS LP · ANDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andeavor
10% Owner
Period of report
Oct 30, 2017
Accepted (ET)
Nov 1, 2017 · 9:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507615
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units representing limited partnership interestsF1,F2,F6 | Oct 30, 2017 | A | 78,000,000 | — | A | 112,055,042 | I | See Footnote |
| Common units representing limited partnership interestsF1,F3 | Oct 30, 2017 | A | 14,853,542 | — | A | 126,908,584 | I | See Footnote |
| TexNew Mex UnitsF1,F4 | Oct 30, 2017 | A | 80,000 | — | A | 80,000 | I | See Footnote |
| Special Limited Partner InterestF1,F3,F5 | Oct 30, 2017 | A | 1 | — | A | 1 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 30, 2017 and effective as of 4:01 p.m. Eastern Time (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 13, 2017, by and among Andeavor Logistics LP ("Andeavor Logistics"), Tesoro Logistics GP, LLC (the "General Partner"), Western Refining Logistics, LP ("WNRL"), Western Refining Logistics GP, LLC, WNRL Merger Sub LLC ("LP Merger Sub") and WNRL GP Merger Sub LLC, LP Merger Sub merged with and into WNRL, with WNRL surviving such merger as a wholly-owned subsidiary of Andeavor Logistics.
- F2Concurrently with the closing of the transactions contemplated by the Merger Agreement, pursuant to the terms of the Sponsor Equity Restructuring Agreement dated as of August 13, 2017, by and among Andeavor Logistics, the General Partner and Andeavor ("Andeavor"), Andeavor Logistics issued 78,000,000 common units representing limited partner interests in Andeavor Logistics (the "Common Units") to the General Partner in consideration for (1) the cancellation of the incentive distribution rights in Andeavor Logistics and (ii) the conversion of the 2% general partner interests in Andeavor Logistics held by the General Partner into a non-economic general partner interest in Andeavor Logistics.
- F3At the Effective Time, 3,634,473 WNRL common units owned directly or indirectly by Western Refining Southwest, Inc. ("WRSW"), an indirect wholly owned subsidiary of Andeavor, were cancelled and converted into the right to receive the Special Limited Partner Interest in Andeavor Logistics, and the other 28,384,374 WNRL common units owned directly or indirectly by WRSW were converted into the right to receive 14,853,542 Common Units with a market value of approximately $681.8 million on the date of the merger. Andeavor may be deemed to beneficially own all of the Common Units and the Special Limited Partner Interest owned by WRSW, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F4At the Effective Time, each TexNew Mex Unit of WNRL that was owned by WRSW prior to the merger was converted into the right to receive a TexNew Mex Unit of Andeavor Logistics, a new class of limited partner units in Andeavor Logistics with substantially the same powers, preferences and rights to distributions as the TexNew Mex Units of WNRL. Andeavor may be deemed to beneficially own all of the TexNew Mex Units of Andeavor Logistics owned by WRSW, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F5The Special Limited Partner Interest represents a new partnership security that entitles the applicable unitholders to the rights and privileges specifically outlined in the Second Amended and Restated Agreement of Andeavor Logistics dated as of October 30, 2017.
- F6Andeavor collectively owns 100% of the membership interests in the General Partner with Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Alaska Company LLC ("Tesoro Alaska"). Andeavor owns 100% of the securities of each of TRMC and Tesoro Alaska. Therefore, Andeavor may be deemed to beneficially own the 87,644,050 Common Units directly owned by the General Partner, 8,219,002 Common Units directly or indirectly owned by TRMC and 571,065 Common Units directly owned by Tesoro Alaska, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.