0000899243-16-029173.txt : 20160916
0000899243-16-029173.hdr.sgml : 20160916
20160916191014
ACCESSION NUMBER: 0000899243-16-029173
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160915
FILED AS OF DATE: 20160916
DATE AS OF CHANGE: 20160916
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
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: 161890390
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: 161890391
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: 161890392
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
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: 161890393
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-09-15
0
0001581908
Western Refining Logistics, LP
WNRL
0000912517
Western Refining Southwest, Inc.
1250 W. WASHINGTON ST., SUITE 101
TEMPE
AZ
85281
0
0
1
1
See Remarks
0000856465
Giant Industries, Inc.
1250 W. WASHINGTON ST., SUITE 101
TEMPE
AZ
85281
0
0
1
1
See Remarks
0001339048
Western Refining, Inc.
123 W. MILLS AVENUE, SUITE 200
EL PASO
TX
79901
0
0
1
1
See Remarks
0001678684
Western Acquisition Holdings, LLC
C/O WESTERN REFINING, INC.,
123 W. MILLS AVENUE, SUITE 200
EL PASO
TX
79901
0
0
1
1
See Remarks
Common Units representing limited partner interests
2016-09-15
4
P
0
628224
A
628224
I
Through St. Paul Park Refining Co. LLC
Common Units representing limited partner interests
8579623
D
TexNew Mex Units
80000
D
This Form 4 is being filed jointly by Western Refining Southwest, Inc. ("WRSW"), Western Acquisition Holdings, LLC ("WAH"), Giant Industries, Inc. ("Giant") and Western Refining, Inc. ("Western"). On September 15, 2016, pursuant to that certain Contribution, Conveyance and Assumption Agreement by and among Western, St. Paul Park Refining Co. LLC ("SPPR"), the Issuer and Western Refining Logistics GP, LLC, the Issuer acquired from SPPR certain storage, terminalling and other logistics assets, in exchange for total consideration of $210 million, comprised of $195 million in cash and 628,224 common units (the "Common Units") representing limited partner interests in the Issuer (the "Acquisition").
SPPR is an indirect wholly owned subsidiary of WRSW. WAH owns approximately 61.3% of the outstanding shares of WRSW and is a wholly owned subsidiary of Giant, which is a wholly owned subsidiary of Western. Giant directly owns approximately 38.7% of the outstanding shares of WRSW. As a result of the Acquisition, WRSW, WAH, Giant and Western may be deemed to beneficially own the Common Units of the Issuer directly owned by SPPR, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
WRSW has the right to appoint all of the directors of the Board of Directors of Western Refining Logistics GP, LLC, the general partner of the Issuer. WAH has a controlling interest in WRSW and WAH is a wholly owned subsidiary of Giant, which is an indirect wholly owned subsidiary of Western. Therefore, each of WAH, Giant, Western and WRSW may be deemed a director by deputization.
/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Refining Southwest, Inc.
2016-09-16
/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Acquisition Holdings, LLC
2016-09-16
/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Giant Industries, Inc.
2016-09-16
/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Refining, Inc.
2016-09-16