Andeavor Logistics LP (NYSE:ANDX) and Western Refining Logistics,
LP (NYSE:WNRL) today announced that the board of directors of
WNRL’s general partner has set September 28, 2017 as the record
date for determining holders of WNRL common units entitled to
execute and deliver written consents with respect to the proposed
acquisition. The consent process will conclude on October 27, 2017.
The approval and adoption of the acquisition requires the
affirmative vote or consent of holders of at least a majority of
the outstanding WNRL common units. Certain Andeavor affiliates,
which beneficially own a majority of the outstanding WNRL common
units, have delivered a written consent adopting and approving in
all respects the Agreement and Plan of Merger, dated as of August
13, 2017 (the “Merger Agreement”) and the transactions contemplated
thereby. The delivery of this consent is sufficient to adopt
the Merger Agreement and approve the acquisition by Andeavor
Logistics of WNRL, without the receipt of written consent from any
other holder of WNRL common units. Andeavor Logistics expects the
closing of the acquisition to occur on October 30, 2017, subject to
the satisfaction or waiver of the remaining customary conditions to
closing. As previously announced on August 14, 2017, the IDR Buy-In
transaction between Andeavor (NYSE:ANDV) and Andeavor Logistics is
expected to immediately follow the closing of the WNRL acquisition.
About Andeavor Logistics LP
Andeavor Logistics LP is a leading full-service logistics company
operating primarily in the western and midcontinent regions of the
United States. Andeavor Logistics owns and operates a network of
crude oil, refined products and natural gas pipelines. Andeavor
Logistics also owns and operates crude oil and refined products
truck terminals, marine terminals and dedicated storage facilities.
In addition, Andeavor Logistics owns and operates natural gas
processing and fractionation complexes. Andeavor Logistics is a
fee-based, growth oriented Delaware limited partnership formed by
Andeavor and is headquartered in San Antonio, Texas.
About Western Refining Logistics, LP Western
Refining Logistics, LP is a growth-oriented master limited
partnership formed to own, operate, develop and acquire terminals,
storage tanks, pipelines and other logistics assets related to the
terminalling, transportation and storage of crude oil and refined
products. Headquartered in El Paso, Texas, Western Refining
Logistics, LP's assets include approximately 705 miles of
pipelines, approximately 12.4 million barrels of active storage
capacity, distribution of wholesale petroleum products and crude
oil and asphalt trucking.
Forward Looking Statements This communication
contains certain statements that are "forward-looking" statements
within the meaning of Section 27A 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 proposed
acquisition by Andeavor Logistics of WNRL, synergies and the
shareholder value to result from the combined company, and the
proposed buy-in of Andeavor Logistics' incentive distribution
rights by Andeavor in exchange for common units of Andeavor. 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, the risk that the
proposed transactions do not occur, expected timing and likelihood
of completion of the proposed transactions, including the timing,
receipt and terms and conditions of any required governmental and
regulatory approvals of the proposed acquisition that could reduce
anticipated benefits or cause the parties to abandon the
transactions, the ability to successfully integrate the businesses,
the occurrence of any event, change or other circumstances that
could cause the parties to abandon the transactions, risks related
to disruption of management time from ongoing business operations
due to the proposed transactions, the risk that any announcements
relating to the proposed transaction could have adverse effects on
the market price of Andeavor Logistics' common units, WNRL's common
units or Andeavor's common stock, the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of Andeavor Logistics, WNRL and Andeavor to retain
customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on their
operating results and businesses generally, the risk that problems
may arise in successfully integrating the businesses of the
companies, which may result in the combined company not operating
as effectively and efficiently as expected, the risk that the
combined company may be unable to achieve cost-cutting synergies or
it may take longer than expected to achieve those synergies, the
risk of the amount of any future distribution Andeavor Logistics
may pay, and other factors. All such factors are difficult to
predict and are beyond Andeavor Logistics' or Andeavor's control,
including those detailed in Andeavor Logistics' annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K, and registration statement on Form S-4 (Reg. No. 333-220088),
as amended, filed with the SEC on August 22, 2017, as amended (the
“Form S-4”) that are available on its website at
http://andeavorlogistics.com/ and on the SEC's website at
http://www.sec.gov, those detailed in WNRL's annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form
8-K that are available on WNRL's website at http://www.wnrl.com and
on the SEC website at http://www.sec.gov and those detailed in
Andeavor's website at http://andeavor.com and on the SEC's website
at http://www.sec.gov. Andeavor Logistics', WNRL's and Andeavor's
forward-looking statements are based on assumptions that Andeavor
Logistics, WNRL and Andeavor believe to be reasonable but that may
not prove to be accurate. Andeavor Logistics, WNRL and Andeavor
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.
No Offer or Solicitation: This communication
relates to a proposed business combination between WNRL and
Andeavor Logistics and a proposed transaction between Andeavor
Logistics and Andeavor. This communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, any securities in any
jurisdiction pursuant to the proposed transactions or otherwise,
nor shall there be any sale, issuance or transfer or securities in
any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information and Where to Find It: In
connection with the proposed transaction, Andeavor Logistics and
WNRL filed with the SEC, and the SEC has declared effective, a
registration statement on Form S-4, containing a joint consent
statement/prospectus (the "S-4") with the SEC, which was mailed to
WNRL and Andeavor Logistics unitholders on September 28, 2017. This
communication is not a substitute for the registration statement,
definitive consent statement/prospectus or any other documents that
Andeavor Logistics, WNRL or Andeavor filed with the SEC or sent to
unitholders in connection with the proposed transaction.
UNITHOLDERS OF ANDEAVOR LOGISTICS AND WNRL AND SHAREHOLDERS OF
ANDEAVOR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE CONSENT
STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. When available,
investors and security holders will be able to obtain copies of
these documents, including the consent statement/prospectus, and
any other documents that may be filed with the SEC with respect to
the proposed transactions free of charge at the SEC's website,
http://www.sec.gov. Copies of documents filed with the SEC by
Andeavor Logistics will be made available free of charge on
Andeavor Logistics' website at http://andeavorlogistics.com/ or by
contacting Andeavor Logistics' Investor Relations Department by
phone at (210) 626-7202. Copies of documents filed with the SEC by
WNRL will be made available free of charge on WNRL's website at
http://www.wnrl.com or by contacting WNRL's Investor Relations
Department by phone at (602) 286-1533. Copies of documents filed
with the SEC by Andeavor will be made available free of charge on
Andeavor's website at http://www.andeavor.com or by contacting
Andeavor's Investor Relations Department by phone at (210)
626-4757.
Contact: Andeavor Investors: Brian Randecker,
Investor Relations, (210) 626-4757
Andeavor Logistics and Western Refining Logistics Investors:
Andrew Woodward, Sr. Director, Finance and Investor Relations,
(210) 626-7202
Media: Andeavor Media Relations, media@andeavor.com, (210)
626-7702
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