3. Initial Public Offering

Initial Public Offering and Contribution of Assets

On October 10, 2013, our common units began trading on the New York Stock Exchange under the symbol "WNRL." On October 16, 2013, we closed the Offering of 15,812,500 common units (including 2,062,500 common units acquired under an over-allotment option that was fully exercised by the underwriters) at a price of $22.00 per common unit, resulting in gross proceeds of $347.9 million.

On October 16, 2013, Western conveyed the following assets at historical cost (the "Contributed Assets") to WNRL:


•	Pipeline and gathering assets consisting of crude oil pipelines and gathering systems located in or near the Delaware Basin in the Permian Basin area of west Texas and southern New Mexico and in the Four Corners area of northwestern New Mexico. These assets serve as a source of crude oil supply to Western’s El Paso Refinery and Gallup Refinery.

•

Terminalling, transportation and storage assets consisting of terminals and storage assets located on site at each of Western’s El Paso and Gallup Refineries and stand-alone refined products terminals located in Bloomfield and Albuquerque, New Mexico. These assets primarily receive, store and distribute crude oil, feedstock and refined products produced for Western’s refineries. We also provide fee-based asphalt terminalling and processing services at an asphalt plant and terminal in El Paso and asphalt terminalling services at three stand-alone asphalt terminals located in Albuquerque, New Mexico and Phoenix and Tucson, Arizona.

Western retained certain assets that are related to the Predecessor’s operations. These assets include Western’s NGL storage facility in Jal, New Mexico and certain inactive portions of the TexNew Mex 16” Pipeline extending from our crude oil station in Star Lake, New Mexico in the Four Corners area to near Maljamar, New Mexico in the Delaware Basin.

In exchange for the Contributed Assets, Western received:


•	6,998,500 common units and 22,811,000 subordinated units, representing an aggregate 65.3% limited partner interest in WNRL;


•	all WNRL's incentive distribution rights; and


•	an aggregate cash distribution of $244.9 million to certain of Western's wholly-owned subsidiaries.

In connection with the Offering, we entered into a credit agreement that provides for a $300.0 million senior secured revolving credit facility that is available to fund working capital, acquisitions, distributions, capital expenditures and for other general partnership purposes. See Note 7, Debt for further detail.

We received net proceeds of $325.3 million from the sale of common units to the public, after deducting underwriting discounts and commissions and structuring fees of $22.6 million. We retained $75.7 million of the proceeds for general partnership purposes after payment of a cash distribution to Western and offering expenses of $2.1 million.

A summary of the proceeds received and the use of proceeds was as follows (in thousands):



Proceeds received from sale of common units	$	347,875

Use of proceeds:
Underwriting discounts and commissions	$	20,873
Structuring fees	1,739
Offering expenses	2,117
Revolving credit agreement fees	2,579
Retained for general partnership purposes	75,683
Distributed to Western	244,884
Total	$	347,875