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Organization (Notes)
6 Months Ended
Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
1. Organization
Western Refining Logistics, LP ("WNRL" or the "Partnership"), "we," "us," and "our" refer to Western Refining Logistics, LP, and, unless the context otherwise requires, our subsidiaries. WNRL is a Delaware limited partnership formed in July 2013 by Western Refining Logistics GP, LLC ("WRGP" or the "General Partner"), our general partner. References to “Western” refer to Western Refining, Inc.
WNRL is principally a growth-oriented partnership that was formed to own, operate, develop and acquire logistics and related assets and businesses including terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation, storage and distribution of crude oil and refined products. WNRL's businesses include 705 miles of pipelines, approximately 12.4 million barrels of active shell storage capacity, distribution of wholesale petroleum products and crude oil and asphalt trucking.
On June 1, 2017, Tesoro Corporation (renamed Andeavor on August 1, 2017) completed its acquisition of Western. Tahoe Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Andeavor, merged into Western, with Western surviving as a wholly-owned subsidiary of Andeavor (the "Andeavor Acquisition"). WNRL's agreements with Western have not changed as a result of the Andeavor Acquisition as such discussion about our affiliate agreements continue to refer to Western. See Note 17, Related Party Transactions, for additional information regarding these agreements.
As of June 30, 2017, Andeavor owned 52.5% of the limited partner interest in WNRL and public unitholders held the remaining 47.5%. WRGP is indirectly wholly-owned by Andeavor and holds all of the non-economic general partner interests in WNRL. See Note 11, Equity, for additional information.
On April 17, 2017, Andeavor filed an Amendment to Schedule 13D with the Securities and Exchange Commission (the "SEC") stating that the board of directors of Andeavor authorized the management of Andeavor to work with the board of directors and management of Andeavor Logistics LP, formerly known as Tesoro Logistics LP ("Andeavor Logistics"), to consider, discuss and endeavor to negotiate a merger, consolidation or combination (in whatever form) of assets held by and securities issued by Andeavor Logistics and its affiliates and assets held by and securities issued by WNRL. On July 20, 2017, the chairman of the conflicts committee of the WRGP board of directors (the "WNRL Board") received a proposal from Andeavor Logistics to acquire WNRL in an all-stock transaction at an exchange ratio of 0.4906 common units of Andeavor Logistics ("Andeavor Logistics Common Units") for each WNRL common unit.
There can be no assurance that any discussions that may occur between Andeavor Logistics and WNRL will contain transaction terms consistent with those described above or result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. Discussions concerning a possible transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning a potential transaction and the consummation of any such transaction is subject to a number of contingencies, which are beyond the control of WNRL and Andeavor Logistics, including the satisfactory completion of due diligence, the approval of the WNRL Board and the board of directors of the general partner of Andeavor Logistics (the “Andeavor Logistics Board”), the approval of the conflicts committees established by the WNRL Board and the Andeavor Logistics Board, respectively, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.
On March 2, 2017, the requirements for the conversion of all WNRL subordinated units into common units were satisfied under the partnership agreement. As a result, the 22,811,000 subordinated units converted into common units on a one-for-one basis and thereafter participated on terms equal with all other common units in distributions of available cash. See Note 11, Equity, for additional information.
On September 15, 2016, we acquired certain terminalling, transportation and storage assets from a wholly-owned subsidiary of Western consisting of the Cottage Grove tank farm and certain terminals, storage assets, pipelines and other logistics assets located at Western's St. Paul Park refinery ("St. Paul Park Logistics Assets"). The financial statements presented in this Quarterly Report on Form 10-Q have been retrospectively adjusted to include the combined financial results of the St. Paul Park Logistics Assets prior to our acquisition on September 15, 2016 ("St. Paul Park Logistics Transaction"). The historical operations of the St. Paul Park Logistics Assets prior to the St. Paul Park Logistics Transaction generally recorded operating costs and other expenses associated with storage and terminalling services and recorded no revenue. For periods subsequent to the St. Paul Park Logistics Transaction, the results of operations for the St. Paul Park Logistics Assets reflect revenues based on contractual rates set forth in our commercial agreements with Western. See Note 3, Acquisitions of Common Control Assets and Note 17, Related Party Transactions, for additional information.
Our operations include two reportable segments: the logistics segment and the wholesale segment. See Note 5, Segment Information, for further discussion of our reportable segments.