SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Western Refining Logistics, LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
95931Q 205
(CUSIP Number)
Lowry Barfield
123 W. Mills Avenue, Suite 200
El Paso, Texas 79901
(915) 534-1400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 16, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
CUSIP No. 95931Q 205 | Page 2 of 14 |
1 | Name of Reporting Person
Western Refining, Inc. | |||||
2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power:
0 | ||||
8 | Shared Voting Power:
29,809,500 units* | |||||
9 | Sole Dispositive Power:
0 | |||||
10 | Shared Dispositive Power:
29,809,500 units* | |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person:
29,809,500 units* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
65.3%** | |||||
14 | Type of Reporting Person
CO |
* | Consists of 6,998,500 common units and 22,811,000 subordinated units representing limited partner interests in Western Refining Logistics, LP. Western Refining Company, L.P. is the record holder of 6,998,500 common units and 6,643,730 subordinated units. Western Refining Southwest, Inc. is the record holder of 16,167,270 subordinated units. Western Refining, Inc. may also be deemed to be the indirect beneficial owner of (i) all of the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) and (ii) the non-economic general partner interest in Western Refining Logistics, LP. The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Western Refining Logistics, LP, which is incorporated herein by reference to Exhibit 3.2 to Western Refining Logistics, LPs Current Report on Form 8-K filed with the Commission on October 22, 2013. |
** | Based on a total of 22,811,000 common units and 22,811,000 subordinated units outstanding as of October 16, 2013, the closing date of the initial public offering of common units of Western Refining Logistics, LP. Excluding any common units issuable upon the conversion of subordinated units which may be deemed beneficially owned by Western Refining, Inc., Western Refining, Inc. beneficially owns 6,998,500 common units, representing 30.7% of the common units outstanding as of October 16, 2013. Please see the disclosure included in the paragraph marked with an asterisk above for additional information. |
CUSIP No. 95931Q 205 | Page 3 of 14 |
1 | Name of Reporting Person
Giant Industries, Inc. | |||||
2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power:
0 | ||||
8 | Shared Voting Power:
16,167,270 units* | |||||
9 | Sole Dispositive Power:
0 | |||||
10 | Shared Dispositive Power:
16,167,270 units* | |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person:
16,167,270 units* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
35.4%** | |||||
14 | Type of Reporting Person
CO |
* | Consists of 16,167,270 subordinated units representing limited partner interests in Western Refining Logistics, LP. The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Western Refining Logistics, LP, which is incorporated herein by reference to Exhibit 3.2 to Western Refining Logistics, LPs Current Report on Form 8-K filed with the Commission on October 22, 2013. |
** | Based on a total of 22,811,000 common units and 22,811,000 subordinated units outstanding as of October 16, 2013, the closing date of the initial public offering of common units of Western Refining Logistics, LP. Excluding any common units issuable upon the conversion of subordinated units which may be deemed beneficially owned by Giant Industries, Inc., Giant Industries, Inc. does not beneficially own any common units. Please see the disclosure included in the paragraph marked with an asterisk above for additional information. |
CUSIP No. 95931Q 205 | Page 4 of 14 |
1 | Name of Reporting Person
Western Refining Southwest, Inc. | |||||
2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Arizona | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power:
0 | ||||
8 | Shared Voting Power:
16,167,270 units* | |||||
9 | Sole Dispositive Power:
0 | |||||
10 | Shared Dispositive Power:
16,167,270 units* | |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person:
16,167,270 units* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
35.4%** | |||||
14 | Type of Reporting Person
CO |
* | Consists of 16,167,270 subordinated units representing limited partner interests in Western Refining Logistics, LP. The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Western Refining Logistics, LP, which is incorporated herein by reference to Exhibit 3.2 to Western Refining Logistics, LPs Current Report on Form 8-K filed with the Commission on October 22, 2013. |
** | Based on a total of 22,811,000 common units and 22,811,000 subordinated units outstanding as of October 16, 2013, the closing date of the initial public offering of common units of Western Refining Logistics, LP. Excluding any common units issuable upon the conversion of subordinated units which may be deemed beneficially owned by Western Refining Southwest, Inc., Western Refining Southwest, Inc. does not beneficially own any common units. Please see the disclosure included in the paragraph marked with an asterisk above for additional information. |
CUSIP No. 95931Q 205 | Page 5 of 14 |
1 | Name of Reporting Person
Western Refining GP, LLC | |||||
2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power:
0 | ||||
8 | Shared Voting Power:
13,642,230 units* | |||||
9 | Sole Dispositive Power:
0 | |||||
10 | Shared Dispositive Power:
13,642,230 units* | |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person:
13,642,230 units* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
29.9%** | |||||
14 | Type of Reporting Person
OO |
* | Consists of 6,998,500 common units and 6,643,730 subordinated units representing limited partner interests in Western Refining Logistics, LP. The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Western Refining Logistics, LP, which is incorporated herein by reference to Exhibit 3.2 to Western Refining Logistics, LPs Current Report on Form 8-K filed with the Commission on October 22, 2013. |
** | Based on a total of 22,811,000 common units and 22,811,000 subordinated units outstanding as of October 16, 2013, the closing date of the initial public offering of common units of Western Refining Logistics, LP. Excluding any common units issuable upon the conversion of subordinated units which may be deemed beneficially owned by Western Refining GP, LLC, Western Refining GP, LLC beneficially owns 6,998,500 common units, representing 30.7% of the common units outstanding as of October 16, 2013. Please see the disclosure included in the paragraph marked with an asterisk above for additional information. |
CUSIP No. 95931Q 205 | Page 6 of 14 |
1 | Name of Reporting Person
Western Refining Company, L.P. | |||||
2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power:
0 | ||||
8 | Shared Voting Power:
13,642,230 units* | |||||
9 | Sole Dispositive Power:
0 | |||||
10 | Shared Dispositive Power:
13,642,230 units* | |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person:
13,642,230 units* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
29.9%** | |||||
14 | Type of Reporting Person
OO |
* | Consists of 6,998,500 common units and 6,643,730 subordinated units representing limited partner interests in Western Refining Logistics, LP. The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Western Refining Logistics, LP, which is incorporated herein by reference to Exhibit 3.2 to Western Refining Logistics, LPs Current Report on Form 8-K filed with the Commission on October 22, 2013. |
** | Based on a total of 22,811,000 common units and 22,811,000 subordinated units outstanding as of October 16, 2013, the closing date of the initial public offering of common units of Western Refining Logistics, LP. Excluding any common units issuable upon the conversion of subordinated units which may be deemed beneficially owned by Western Refining Company, L.P., Western Refining Company, L.P. beneficially owns 6,998,500 common units, representing 30.7% of the common units outstanding as of October 16, 2013. Please see the disclosure included in the paragraph marked with an asterisk above for additional information. |
CUSIP No. 95931Q 205 | Page 7 of 14 |
SCHEDULE 13D
The reporting persons named in Item 2 below are hereby jointly filing this Schedule 13D (this Statement) because, due to certain affiliates and relationships among the reporting persons, such reporting persons may be deemed to beneficially own some or all of the same securities directly or indirectly acquired from the Partnership (defined below) by one or more of the reporting persons. In accordance with Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), the reporting persons named in Item 2 below have executed a written agreement relating to the joint filing of this Statement (the Joint Filing Agreement), a copy of which is annexed hereto as Exhibit A.
Item 1. Security and Partnership.
This Statement is being filed with respect to the common units representing limited partner interests (common units) and subordinated units representing limited partner interests (subordinated units and collectively with the common units, the units) of Western Refining Logistics, LP (the Partnership). The address of the principal executive offices of the Partnership is 123 W. Mills Avenue, El Paso, Suite 200, Texas 79901.
Item 2. Identity and Background
(a) This Statement is filed by:
(i) | Western Refining, Inc., a Delaware corporation (Western); |
(ii) | Giant Industries, Inc., a Delaware corporation (Giant); |
(iii) | Western Refining Southwest, Inc., an Arizona corporation (WRSW); |
(iv) | Western Refining GP, LLC, a Delaware limited liability company (Refining GP); and |
(v) | Western Refining Company, L.P., a Delaware limited partnership (WRCLP and, together with Western, Giant, WRSW and Refining GP, the Reporting Persons). |
All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
Western is a public company and owns 100% of the equity interests of Giant and Refining GP. Giant owns 100% of the equity interests of WRSW, and WRSW owns 100% of the equity interests of Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner). The General Partner owns all of the incentive distribution rights in the Partnership (the incentive distribution rights). Refining GP is the general partner of WRCLP.
WRCLP is a limited partner of the Partnership and the record holder of 6,998,500 common units and 6,643,730 subordinated units of the Partnership, representing a 29.9% limited partner interest. WRSW is a limited partner of the Partnership and the record holder of 16,167,270 subordinated units, representing a 35.4% limited partner interest.
(b) The business address of Western, which also serves as its principal office, is 123 W. Mills Avenue, Suite 200, El Paso, Texas 79901. The business address of Giant and WRSW, which also serves as their respective principal offices, is 1250 W. Washington, Suite 101, Tempe, Arizona 85281. The business address of Refining GP and WRCLP, which also serves as their respective principal offices, is 6500 Trowbridge Drive, El Paso, Texas 79905.
(c) The principal business of:
(i) | Western is to hold equity interests in Giant, Refining GP and other entities; |
CUSIP No. 95931Q 205 | Page 8 of 14 |
(ii) | Giant is to hold equity interests in WRSW; |
(iii) | WRSW is the refining and marketing of refined products and the operation of retail convenience stores, crude oil and finished product truck transports and wholesale petroleum products operations; |
(iv) | WRCLP is the refining and marketing of refined products; and |
(v) | Refining GP is to hold a general partner interest in WRCLP. |
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
In accordance with the provisions of General Instruction C to Schedule 13D, certain information concerning the executive officers and directors of the Reporting Persons and persons controlling the Reporting Persons, as applicable (collectively, the Covered Persons), required by Item 2 of Schedule 13D is provided on Schedule 1 and is incorporated by reference herein. To the Reporting Persons knowledge, none of the Covered Persons listed on Schedule 1 as a director or executive officer of Western, Giant, WRSW, Refining GP or WRCLP has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Sources and Amount of Funds or Other Consideration
On October 16, 2013, in connection with the closing of the Partnerships initial public offering (the IPO), the following transactions, among others, occurred pursuant to the Contribution, Conveyance and Assumption Agreement, dated October 16, 2013 (the Contribution Agreement), by and among Partnership, the General Partner, WRSW, San Juan Refining Company, LLC (SJR), Western Refining Pipeline, LLC (WRP) and Western Refining Terminals, LLC (WRT), WRCLP and Western:
| SJR agreed to distribute certain logistics assets, including a refined products terminal in Bloomfield, New Mexico and certain assets related thereto, but excluding the land underlying such assets, to WRSW; |
| WRP agreed to distribute certain assets, including (a) the non-operating segment of WRPs 16 pipeline commonly referred to as the Tex NewMex pipeline and certain assets related thereto, and (b) all cash, inventory, receivables and other Collateral (as defined in the Contribution Agreement), in each case held by WRP, to WRSW; |
| WRT agreed to distribute certain assets, including (a) a refined products terminal in Flagstaff, Arizona and certain assets related thereto, and (b) all cash, inventory, receivables and other Collateral, in each case held by WRT, to WRSW; |
| WRSW agreed to contribute certain pipeline and gathering assets, including the gathering and mainline system commonly referred to as the Four Corners System and certain assets related thereto, to WRP; |
| WRSW agreed to contribute certain terminal, transportation and storage assets, including (a) a tank farm and a refined products terminal located within WRSWs refinery in Gallup, New Mexico and certain assets related thereto, and (b) a refined products terminal in Bloomfield, New Mexico and certain assets related thereto, but in each instance excluding the land underlying such assets, to WRT; |
CUSIP No. 95931Q 205 | Page 9 of 14 |
| WRSW agreed to grant, contribute, convey, assign, transfer, set over and deliver to the Partnership, its successors and its assigns, for its and their own use forever, all right, title and interest in and to (a) 100% of the outstanding limited liability company interests in WRP and (b) 100% of the outstanding limited liability company interests in WRT (the Subsidiary Interests) in exchange for (i) 16,167,270 subordinated units representing a 35.4% limited partner interest in the Partnership, (ii) the issuance to the General Partner of all of the equity interests in the Partnership classified as Incentive Distribution Rights under the Partnerships First Amended and Restated Agreement of Limited Partnership (the Partnership Agreement), (iii) the right to receive, upon the expiration of the underwriters option to purchase additional units, a distribution, potentially in whole or in part for reimbursement of pre-formation capital expenditures, in an amount equal to the aggregate amount of cash, if any, contributed by the underwriters to the Partnership on the option closing date(s) with respect to common units and (iv) the right to receive $110,850,000 in proceeds from the Offering, potentially in whole or in part for reimbursement of pre-formation capital expenditures; and |
| WRCLP agreed to contribute (a) certain terminal, transportation and storage assets to WRT, including (i) a tank farm, a products terminal and an asphalt plant and terminal located within WRCLPs refinery in El Paso, Texas and certain assets related thereto but excluding the land underlying such assets, (ii) an asphalt terminal in Albuquerque, New Mexico and certain assets related thereto, (iii) an asphalt terminal in Phoenix, Arizona and certain assets related thereto, and (iv) WRCLPs right, title and interest in and to an asphalt terminal in Tucson, Arizona and certain assets related thereto, and (b) certain pipeline and gathering assets to WRP, including (i) a crude oil station in McCamey, Texas and certain assets related thereto, and (ii) a 4 crude oil pipeline commonly referred to as the Riverbend 4 Gathering Pipeline and certain assets related thereto in exchange for (1) 6,998,500 Common Units and 6,643,730 Subordinated Units representing a 29.9% limited partner interest in the Partnership and (2) the right to receive $134,550,000 in proceeds from the Offering, potentially in whole or in part for reimbursement of pre-formation capital expenditures. |
Upon the termination of the subordination period as set forth in the Partnership Agreement, the subordinated units are convertible into common units on a one-for-one basis.
On October 16, 2013, certain Covered Persons acquired with personal funds common units through the Partnerships directed unit program at the initial public offering price of $22.00 per common unit, as noted on Schedule 1 attached hereto. Each of the Reporting Persons disclaims beneficial ownership of the securities held by others, including the other Reporting Persons and Covered Persons, except to the extent of such Reporting Persons pecuniary interest therein, if any.
Item 4. Purpose of Transaction
The Reporting Persons acquired the units reported herein solely for investment purposes as partial consideration for the assets and operations contributed by the Reporting Persons or their affiliates to the Partnership in connection with the IPO. The Reporting Persons may make additional purchases of common units either in the open market or in private transactions depending on the Reporting Persons business, prospects and financial condition, the market for the common units, general economic conditions, stock market conditions and other future developments.
The following describes plans or proposals that the Reporting Persons may have with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:
(a) The subordinated units owned of record by WRSW and WRCLP are convertible into common units on a one-for-one basis upon the termination of the subordination period as set forth in the Partnership Agreement. The Partnership may grant unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights and substitute awards to employees and directors of the General Partner and its affiliates pursuant to the Partnerships Long-Term Incentive Plan adopted by the General Partner. The Partnership may acquire common units to issue pursuant to the Long-Term Incentive Plan on the open market, directly from the Partnership, from other Reporting Persons or otherwise.
(b) None.
(c) None.
CUSIP No. 95931Q 205 | Page 10 of 14 |
(d) Western, as indirect owner of the General Partner, intends to increase the size of the General Partners board of directors to seven members and appoint one additional independent director to fill such vacancy within one year from the effective date of the Partnerships Registration Statement on Form S-1 (File No. 331-190135). The General Partner has sole responsibility for conducting the Partnerships business and managing its operations and is ultimately controlled by Western. Some of Westerns executive officers and directors will also serve as executive officers or directors of the General Partner. Specifically, six of the seven executive officers of the General Partner are also executive officers of Western, and three of the five directors of the General Partner are also directors of Western. Neither the General Partner nor its board of directors will be elected by the Partnerships unitholders. Through its ownership of 100% of the equity interests in Giant, which owns 100% of the equity interest in WRSW, Western will have the ability to elect all the members of the board of directors of the General Partner. The Reporting Persons, however, have no current intention of changing the board of directors or management of the General Partner, other than to potentially appoint one or more additional independent directors.
(e) The Reporting Persons, as direct and indirect owners of the General Partner of the Partnership, may cause the Partnership to change its dividend policy or its capitalization, through the issuance of debt or equity securities, from time to time in the future. The Reporting Persons, however, have no current intention of changing the present capitalization or dividend policy of the Partnership.
(f) None.
(g) None.
(h) None.
(i) None.
(j) Except as described in this Item 4, the Reporting Persons do not have, as of the date of this Statement, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the common units reported as beneficially owned in this Statement (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Partnership, anticipated future developments concerning the Partnership, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Partnership in the open market, in privately negotiated transactions (which may be with the Partnership or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Partnership or to change their intention with respect to any or all of the matters referred to in this Item 4.
On October 16, 2013, certain of the Covered Persons acquired common units through the Partnerships directed unit program, as noted on Schedule 1 attached hereto, for investment purposes. To the Reporting Persons knowledge, none of the Covered Persons have, as of the date of this Statement, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) (b) The aggregate number and percentage of shares of units beneficially owned by the Reporting Persons (on the basis of a total of 45,622,000 units issued and outstanding as of the closing of the IPO) are as follows:
Western
(a) | Amount beneficially owned: 29,809,500 units Percentage: 65.3% |
(b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 29,809,500 units |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 29,809,500 units |
CUSIP No. 95931Q 205 | Page 11 of 14 |
Giant
(a) | Amount beneficially owned: 16,167,270 units Percentage: 35.4% |
(b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 16,167,270 units |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 16,167,270 units |
WRSW
(a) | Amount beneficially owned: 16,167,270 units Percentage: 35.4% |
(b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 16,167,270 units |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 16,167,270 units |
Refining GP
(a) | Amount beneficially owned: 13,642,230 units Percentage: 29.9% |
(b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 13,642,230 units |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 13,642,230 units |
WRCLP
(a) | Amount beneficially owned: 13,642,230 units Percentage: 29.9% |
(b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 13,642,230 units |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 13,642,230 units |
Certain of the Covered Persons acquired common units through the Partnerships directed unit program, as noted on Schedule 1 attached hereto.
(c) Except as described in Item 3 above or elsewhere in this Statement, none of the Reporting Persons or, to the Reporting Persons knowledge, the Covered Persons has effected any transactions in the common units during the past 60 days.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective common units reported by such persons on the cover pages of this Statement and in this Item 5. Except for the foregoing and the cash distribution described in Item 6 below, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, common units beneficially owned by the Reporting Persons or, to the Reporting Persons knowledge, the Covered Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information provided or incorporated by reference in Item 3 and Item 4 is hereby incorporated by reference herein.
CUSIP No. 95931Q 205 | Page 12 of 14 |
The Partnership Agreement
The General Partner, as the sole general partner of the Partnership, and WRSW, as the organizational limited partner of the Partnership, are party to the Partnership Agreement.
Cash Distributions
The Partnerships cash distribution policy will require it to pay cash distributions at an initial distribution rate of $0.2875 per common unit and subordinated unit per quarter ($1.15 per common unit and subordinated unit on an annualized basis) to the extent the Partnership has sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to its general partner and its affiliates. The Partnership calls this quarterly distribution amount the minimum quarterly distribution, and the Partnerships ability to pay it is subject to various restrictions and other factors. The Partnership will adjust the minimum quarterly distribution for the period from the closing of the Offering through December 31, 2013, based on the actual length of that period.
The Partnership Agreement requires the Partnership to distribute, at the end of each quarter, all of its cash on hand, less reserves established by the General Partner. The Partnership refers to this amount as available cash. The Partnership Agreement requires that the Partnership distribute all of its available cash each quarter in the following manner:
| first, to the holders of common units, until each common unit has received the minimum quarterly distribution of $0.2875 plus any arrearages from prior quarters; |
| second, the holders of subordinated units, until each subordinated unit has received the minimum quarterly distribution of $0.2875; and |
| third, to all unitholders, pro rata, until each unit has received a distribution of $0.3306. |
If cash distributions to the unitholders exceed $0.3306 per unit in any quarter, the General Partner will receive increasing percentages, up to 50%, of the cash the Partnership distributes in excess of that amount. The rights to receive these distributions are referred to as incentive distribution rights.
Conversion of Subordinated Units
The principal difference between the common units and subordinated units is that in any quarter during the subordination period, holders of the subordinated units are not entitled to receive any distribution until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. The subordinated units will not accrue arrearages.
The subordination period will end on the first business day after the Partnership has earned and paid distributions of available cash of at least (a) $1.15 (the minimum quarterly distribution on an annualized basis) on each outstanding common and subordinated unit for each of three consecutive, non-overlapping four-quarter periods ending on or after September 30, 2016, or (b) $1.725 (150% of the annualized minimum quarterly distribution) on each outstanding common and subordinated unit and the related distributions on the incentive distribution rights for any four-quarter period ending on or after September 30, 2014, in each case provided there are no arrearages in the payment of the minimum quarterly distributions on the Partnerships common units at that time. The subordination period also will end upon the removal of the General Partner other than for cause if no subordinated units or common units held by the holder(s) of subordinated units or their affiliates are voted in favor of that removal. When the subordination period ends, all subordinated units will convert into common units on a one-for-one basis, and thereafter no common units will be entitled to arrearages.
Issuance of Additional Units
The Partnership Agreement authorizes the Partnership to issue an unlimited number of units on terms determined by the General Partner without unitholder approval.
CUSIP No. 95931Q 205 | Page 13 of 14 |
Limited Voting Rights
The General Partner controls the Partnership and the unitholders have only limited voting rights. Unitholders have no right to appoint the General Partner or its directors. The General Partner may not be removed, except by a vote of the holders of at least 66 2/3% of the Partnerships units, including units owned by the General Partner and its affiliates, voting together as a single class. Because Western owns 65.3% of the Partnerships outstanding units, and indirectly owns 100% of the interests in the General Partner, it has the ability to prevent the General Partners involuntary removal.
Limited Call Right
If at any time the General Partner and its affiliates own more than 80% of the outstanding common units, the General Partner has the right, but not the obligation, to purchase all of the remaining common units at a price equal to the greater of (a) the average of the daily closing price of the common units over the 20 trading days preceding the date three days before notice of exercise of the call right is first mailed, and (b) the highest per-unit price paid by the General Partner or any of its affiliates for common units during the 90-day period preceding the date such notice is first mailed.
Registration Rights
The Partnership has agreed to register for resale under the Securities Act of 1933, as amended, and applicable state securities laws any common units, subordinated units or other limited partner interests proposed to be sold by the General Partner or any of its affiliates or their assignees if an exemption from the registration requirements is not otherwise available. These registration rights continue for two years following any withdrawal or removal of the General Partner. The Partnership is obligated to pay all expenses incidental to the registration, excluding underwriting discounts.
The General Partners Limited Liability Company Agreement
Under the First Amended and Restated Limited Liability Company Agreement of the General Partner (the GP LLC Agreement), WRSW has the right to elect the members of the board of directors of the General Partner.
References to, and descriptions of, the Partnership Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Partnership Agreement filed as Exhibit 3.2 to the Partnerships Current Report on Form 8-K filed with the Commission on October 22, 2013 which is incorporated in its entirety in this Item 6. References to, and descriptions of, the GP LLC Agreement as set forth in this Item 6 are qualified in their entirety by reference to the General Partner LLC Agreement filed as Exhibit 3.3 to the Partnerships Current Report on Form 8-K filed with the Commission on October 22, 2013, which is incorporated in its entirety in this Item 6.
The Underwriting Agreement
In connection with the Underwriting Agreement, by and among the Partnership, the General Partner, Western and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., as representatives of the several underwriters named therein, dated October 9, 2013, relating to the IPO (the Underwriting Agreement), Western, WRSW, WRCLP, the executive officers of the General Partner and the directors of Western and the General Partner have agreed not to sell any common units they beneficially own for a period of 180 days from the date of the Underwriting Agreement. References to, and descriptions of, the Underwriting Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to the Partnerships Current Report on Form 8-K filed with the Commission on October 15, 2013, which is incorporated in its entirety in this Item 6.
To the Reporting Persons knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and any person with respect to any securities of the Partnership.
CUSIP No. 95931Q 205 | Page 14 of 14 |
Item 7. Material to be Filed as Exhibits.
Exhibit A | Joint Filing Agreement (filed herewith). |
Exhibit B | First Amended and Restated Agreement of Limited Partnership of Western Refining Logistics, LP (attached as Exhibit 3.2 to the Partnerships Current Report on Form 8-K (File No. 001-36114) filed with the Securities and Exchange Commission (the Commission) on October 22, 2013 and incorporated herein by reference). |
Exhibit C | First Amended and Restated Limited Liability Company Agreement of Western Refining Logistics GP, LLC (attached as Exhibit 3.3 to the Partnerships Current Report on Form 8-K (File No. 001-36114) filed with the Commission on October 22, 2013 and incorporated herein by reference). |
Exhibit D | Contribution, Conveyance and Assumption Agreement by and among Western Refining Logistics, LP, Western Refining Logistics GP, LLC, Western Refining Southwest, Inc., San Juan Refining Company, LLC, Western Refining Pipeline, LLC, Western Refining Terminals, LLC, Western Refining Company, L.P. and Western Refining, Inc., dated October 16, 2013 (attached as Exhibit 10.2 to the Partnerships Current Report on Form 8-K (File No. 001-36114) filed with the Commission on October 22, 2013 and incorporated herein by reference). |
Exhibit E | Underwriting Agreement by and among the Western Refining Logistics, LP, Western Refining Logistics GP, LLC, Western Refining, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., as representatives of the several underwriters named therein, dated October 9, 2013 (attached as Exhibit 1.1 to the Partnerships Current Report on Form 8-K (File No. 001-36114) filed with the Commission on October 15, 2013 and incorporated herein by reference). |
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: October 28, 2013 | WESTERN REFINING, INC. | |||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer | |||
GIANT INDUSTRIES, INC. | ||||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer and Director | |||
WESTERN REFINING SOUTHWEST, INC. | ||||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer | |||
WESTERN REFINING GP, LLC | ||||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer | |||
By: | /s/ Lowry Barfield | |||
Name: | Lowry Barfield | |||
Title: | Senior Vice PresidentLegal, General Counsel and Secretary | |||
WESTERN REFINING COMPANY, L.P. By: Western Refining GP, LLC, its general partner | ||||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer |
Schedule I
Directors of Western Refining, Inc.
Jeff A. Stevens
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: President and Chief Executive Officer and Director of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 502,500 common units* Percentage: 1.1%
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 502,500 units |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 502,500 units |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Carin M. Barth
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: President of LB Capital, Inc.
Citizenship: USA
Amount beneficially owned: 0 common units* Percentage: 0%
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Paul L. Foster
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Executive Chairman, Chairman of the Board and Director of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 250,000 common units* Percentage: **
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 250,000 units |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 250,000 units |
iv. | Shared power to dispose or to direct the disposition of: 0 |
L. Frederick Francis
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Executive Chairman of WestStar Bank
Citizenship: USA
Amount beneficially owned: 30,000 common units* Percentage: **
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 30,000 units |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 30,000 units |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Sigmund L. Cornelius
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Director of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 2,500 common units* Percentage: **
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 2,500 units |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 2,500 units |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Brian J. Hogan
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: President and Chief Executive Officer of Hogan Truck Leasing, Inc.
Citizenship: USA
Amount beneficially owned: 10,000 common units* Percentage: **
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 10,000 units |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 10,000 units |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Scott D. Weaver
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Vice President, Assistant Treasurer and Assistant Secretary and Director of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 25,000 common units* Percentage: **
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 25,000 units |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 25,000 units |
iv. | Shared power to dispose or to direct the disposition of: 0 |
William D. Sanders
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Chairman of Strategic Management Partners and Strategic Growth Bank Incorporated
Citizenship: USA
Amount beneficially owned: 0 common units* Percentage: 0%
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Ralph A. Schmidt
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Director of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 20,000 common units* Percentage: **
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 20,000 units |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 20,000 units |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Executive Officers of Western Refining, Inc.
Paul L. Foster
(see above)
Jeff A. Stevens
(see above)
Mark J. Smith
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: President Refining and Marketing of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 25,000 common units* Percentage: **
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 25,000 units |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 25,000 units |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Gary R. Dalke
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Chief Financial Officer of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 7,500 common units* Percentage: **
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 7,500 units |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 7,500 units |
iv. | Shared power to dispose or to direct the disposition of: 0 |
William R. Jewell
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Chief Accounting Officer of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 0 common units* Percentage: 0%
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Lowry Barfield
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Senior Vice President - Legal, General Counsel and Secretary of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 0 common units* Percentage: 0%
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Jeffrey S. Beyersdorfer
c/o Western Refining, Inc.
123 W. Mills Avenue, Suite 200, El Paso, Texas 79901
Principal Occupation: Senior Vice President - Treasurer, Director of Investor Relations and Assistant Secretary of Western Refining, Inc.
Citizenship: USA
Amount beneficially owned: 1,500 common units* Percentage: **
Number of shares to which the Reporting Person has:
i. | Sole power to vote or to direct the vote: 1,500 |
ii. | Shared power to vote or to direct the vote: 0 |
iii. | Sole power to dispose or to direct the disposition of: 1,500 |
iv. | Shared power to dispose or to direct the disposition of: 0 |
Scott D. Weaver
(see above)
Sole Shareholder of Giant Industries, Inc.
Western Refining, Inc.
Directors of Giant Industries, Inc.
Jeff. A Stevens
(see above)
Mark J. Smith
(see above)
Gary R. Dalke
(see above)
Executive Officers of Giant Industries, Inc.
Jeff A. Stevens
(see above)
Mark J. Smith
(see above)
Gary R. Dalke
(see above)
William R. Jewell
(see above)
Lowry Barfield
(see above)
Jeffrey S. Beyersdorfer
(see above)
Sole Shareholder of Western Refining Southwest, Inc.
Giant Industries, Inc.
Directors of Western Refining Southwest, Inc.
Jeff A. Stevens
(see above)
Scott D. Weaver
(see above)
Mark J. Smith
(see above)
Executive Officers of Western Refining Southwest, Inc.
Jeff A. Stevens
(see above)
Mark J. Smith
(see above)
Gary R. Dalke
(see above)
William R. Jewell
(see above)
Lowry Barfield
(see above)
Jeffrey S. Beyersdorfer
(see above)
Sole Member of Western Refining GP, LLC
Western Refining, Inc.
Managers of Western Refining GP, LLC
Paul L. Foster
(see above)
Jeff A. Stevens
(see above)
Mark J. Smith
(see above)
Gary R. Dalke
(see above)
Lowry Barfield
(see above)
General Partner of Western Refining Company, L.P.
Western Refining GP, LLC
* | Common units were acquired pursuant to the Western Refining Logistics, LP directed unit program. |
** | Less than 1%. |
Exhibit A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
Date: October 28, 2013 | WESTERN REFINING, INC. | |||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer | |||
GIANT INDUSTRIES, INC. | ||||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer and Director | |||
WESTERN REFINING SOUTHWEST, INC. | ||||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer | |||
WESTERN REFINING GP, LLC | ||||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer | |||
By: | /s/ Lowry Barfield | |||
Name: | Lowry Barfield | |||
Title: | Senior Vice PresidentLegal, General Counsel and Secretary | |||
WESTERN REFINING COMPANY, L.P. | ||||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer |