0000899243-17-025173.txt : 20171101
0000899243-17-025173.hdr.sgml : 20171101
20171101203415
ACCESSION NUMBER: 0000899243-17-025173
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171030
FILED AS OF DATE: 20171101
DATE AS OF CHANGE: 20171101
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Western Refining Southwest, Inc.
CENTRAL INDEX KEY: 0000912517
STATE OF INCORPORATION: AZ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36114
FILM NUMBER: 171170435
BUSINESS ADDRESS:
STREET 1: 1250 W. WASHINGTON STREET, SUITE 101
CITY: TEMPE
STATE: AZ
ZIP: 85281
BUSINESS PHONE: (602) 286-1401
MAIL ADDRESS:
STREET 1: 1250 W. WASHINGTON STREET, SUITE 101
CITY: TEMPE
STATE: AZ
ZIP: 85281
FORMER NAME:
FORMER CONFORMED NAME: GIANT INDUSTRIES ARIZONA INC
DATE OF NAME CHANGE: 19930923
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Western Acquisition Holdings, LLC
CENTRAL INDEX KEY: 0001678684
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36114
FILM NUMBER: 171170432
BUSINESS ADDRESS:
STREET 1: 1250 W. WASHINGTON STREET
STREET 2: SUITE 101
CITY: TEMPE
STATE: AZ
ZIP: 85281
BUSINESS PHONE: 6022861400
MAIL ADDRESS:
STREET 1: 1250 W. WASHINGTON STREET
STREET 2: SUITE 101
CITY: TEMPE
STATE: AZ
ZIP: 85281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Western Refining, Inc.
CENTRAL INDEX KEY: 0001339048
STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36114
FILM NUMBER: 171170434
BUSINESS ADDRESS:
STREET 1: 6500 TROWBRIDGE DRIVE
CITY: EL PASO
STATE: TX
ZIP: 79905
BUSINESS PHONE: (915) 775-3488
MAIL ADDRESS:
STREET 1: 6500 TROWBRIDGE DRIVE
CITY: EL PASO
STATE: TX
ZIP: 79905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Giant Industries, Inc.
CENTRAL INDEX KEY: 0000856465
STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36114
FILM NUMBER: 171170433
BUSINESS ADDRESS:
STREET 1: 1250 W. WASHINGTON STREET, SUITE 101
CITY: TEMPE
STATE: AZ
ZIP: 85281
BUSINESS PHONE: (602) 286-1401
MAIL ADDRESS:
STREET 1: 1250 W. WASHINGTON STREET, SUITE 101
CITY: TEMPE
STATE: AZ
ZIP: 85281
FORMER NAME:
FORMER CONFORMED NAME: GIANT INDUSTRIES INC
DATE OF NAME CHANGE: 19920703
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Western Refining Logistics, LP
CENTRAL INDEX KEY: 0001581908
STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610]
IRS NUMBER: 463205923
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 123 W. MILLS AVENUE
STREET 2: SUITE 200
CITY: EL PASO
STATE: TX
ZIP: 79901
BUSINESS PHONE: 915-534-1400
MAIL ADDRESS:
STREET 1: 123 W. MILLS AVENUE
STREET 2: SUITE 200
CITY: EL PASO
STATE: TX
ZIP: 79901
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-10-30
1
0001581908
Western Refining Logistics, LP
WNRL
0000912517
Western Refining Southwest, Inc.
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259-1828
0
0
1
1
See Remarks
0001339048
Western Refining, Inc.
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259-1828
0
0
1
1
See Remarks
0000856465
Giant Industries, Inc.
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259-1828
0
0
1
1
See Remarks
0001678684
Western Acquisition Holdings, LLC
C/O WESTERN REFINING, INC.,
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259-1828
0
0
1
1
See Remarks
Common units representing limited partnership interests
2017-10-30
4
D
0
31390623
D
0
D
Common units representing limited partnership interests
2017-10-30
4
D
0
628224
D
0
I
Through St. Paul Park Refining Co. LLC
TexNew Mex Units
2017-10-30
4
D
0
80000
D
0
D
In connection with the merger between the Issuer and a wholly-owned subsidiary of Andeavor Logistics LP ("ANDX"), among the 32,018,847 common units of the Issuer that were owned directly or indirectly by Western Refining Southwest, Inc. ("WRSW"), including 628,224 common units owned through a wholly owned subsidiary, (i) 3,634,473 common units were cancelled and converted into a Special Limited Partner Interest (as defined in the merger agreement) in ANDX and (ii) 28,384,374 common units were converted into 14,853,542 ANDX common units having a market value of approximately $681.8 million on the date of the merger.
In connection with the merger, each TexNew Mex Unit of the Issuer was converted into the right to receive a ANDX TexNew Mex Unit (as defined in the merger agreement), a new class of limited partner units in ANDX with substantially the same powers, preferences and rights to distributions as the TexNew Mex Units of the Issuer.
This Form 4 is being filed jointly by Western Refining, Inc. ("Western"), Giant Industries, Inc. ("Giant"), Western Acquisition Holdings, LLC ("WAH") and WRSW. Giant is a wholly owned subsidiary of Western and owns approximately 38.7% of the outstanding shares of WRSW. WAH owns approximately 61.3% of the outstanding shares of WRSW and is a wholly owned subsidiary of Giant. Prior to the merger, WRSW directly owned 31,390,623 common units of the Issuer and 80,000 TexNew Mex Units and indirectly owned 628,224 common units of the Issuer through a wholly owned subsidiary. Western, Giant and WAH may be deemed to beneficially own all the securities owned by WRSW, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Immediately prior to the merger, WRSW had the right to appoint all of the members of the Board of Directors of Western Refining Logistics GP, LLC ("WNRL GP"), the general partner of the Issuer. WAH has a controlling interest in WRSW and WAH is a wholly owned subsidiary of Giant, which is a wholly owned subsidiary of Western. Therefore, each of Western, Giant, WAH and WRSW may be deemed a director by deputization prior to the merger.
/s/ Elisa D. Watts, Assistant Secretary of Western Refining Southwest, Inc.
2017-11-01
/s/ Elisa D. Watts, Assistant Secretary of Western Refining, Inc.
2017-11-01
/s/ Elisa D. Watts, Assistant Secretary of Giant Industries, Inc.
2017-11-01
/s/ Elisa D. Watts, Assistant Secretary of Western Acquisition Holdings, LLC
2017-11-01