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Western Refining Logistics, LP Form 8-K: Current report

Western Refining Logistics, LP Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2017-10-31: Form 8-K; Period of report 2017-10-30; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
  • 2017-10-30: Form 8-K; Period of report 2017-10-27; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
  • 2017-09-28: Form 8-K; Period of report 2017-09-28; Description 8.01 Other Events; Details 8.01.
  • 2017-08-14: Form 8-K; Period of report 2017-08-13; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2017-10-318-K2017-10-301.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.02 On the Closing Date, in connection with the Merger, WNRL and the other parties thereto terminated that certain Omnibus Agreement, dated October 16, 2013 (“Western Omnibus Agreement”), by and between Western Refining, Inc., Delaware corporation, on behalf of itself and the other Western Parties defined in the Western Omnibus Agreement, WNRL, WNRL GP, Western Refining Southwest, Inc., an Arizona corporation, Western Refining Company, L.P., a Delaware limited partnership, and Western Refining Wholesale, LLC, a Delaware limited liability company (formerly known as Western Refining Wholesale, Inc., an Arizona corporation).
2.01 The text set forth under “Introductory Note” above is incorporated herein by reference.
3.03 The information set forth in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
5.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
5.02 On October 30, 2017, each of Andrew L. Atterbury, David D. Kinder and Michael C. Linn resigned and ceased to be directors of WNRL effective as of the effective time of the Merger.
5.03 At the effective time of the Merger, the Second Amended and Restated Agreement of Limited Partnership of WNRL, dated October 30, 2015, was amended and restated in its entirety in accordance with the Merger Agreement.
8.01 On October 30, 2017, Andeavor Logistics and Andeavor issued a joint press release announcing the consummation of the Merger and the GP/IDR Restructuring.
d482105d8k.htm
2017-10-308-K2017-10-275.07 Submission of Matters to a Vote of Security Holders5.07 As previously disclosed, on August 13, 2017, Andeavor Logistics LP, a Delaware limited partnership (“ANDX”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of ANDX (“TLLP GP”), Western Refining Logistics, LP, a Delaware limited partnership (“WNRL”), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of WNRL (“WNRL GP”), WNRL Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of ANDX (“LP Merger Sub”), and WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly owned-subsidiary of ANDX (“GP Merger Sub”).d478600d8k.htm
2017-09-288-K2017-09-288.01 Other Events8.01 As previously disclosed on August 14, 2017, Andeavor Logistics LP, a Delaware limited partnership (“Andeavor Logistics”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of Andeavor Logistics, Western Refining Logistics, LP, a Delaware limited partnership (“WNRL”), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of WNRL (“WNRL GP”), WNRL Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Andeavor Logistics (“LP Merger Sub”), and WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly-owned-subsidiary of Andeavor Logistics (“GP Merger Sub”).wnrlclosingdateannouncemen.htm
2017-08-148-K2017-08-131.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On August 14, 2017, Andeavor, ALLP and WNRL issued a joint press release and an investor presentation announcing the execution of the Merger Agreement and Sponsor Equity Restructuring Agreement.
form8-kandxmergerwnrl.htm
2017-08-088-K2017-08-082.02 Results of Operations and Financial Condition2.02 On August 8, 2017, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the second quarter ended June 30, 2017.form8-kxwnrlearningsreleas.htm
2017-06-228-K2017-06-164.01 Changes in Registrant's Certifying Accountant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year4.01 As previously reported, effective June 1, 2017, Deloitte & Touche LLP resigned as Western Refining Logistics LP’s (the “Partnership”) certifying accountant and auditor.
5.03 Effective June 19, 2017, Section 2 of the Partnership’s Certificate of Limited Partnership and Section 2.3 of the Partnership’s Second Amended and Restated Agreement of Limited Partnership were amended to change the Partnership’s registered agent to Corporation Service Company and its registered office to 251 Little Falls Drive, Wilmington, Delaware 19808.
wnrl8-kxchangeinauditor.htm
2017-06-058-K2017-06-014.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers4.01 Effective June 1, 2017, Deloitte & Touche LLP (“Deloitte”) resigned as the Company’s certifying accountant and auditor.
5.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
5.02 In connection with the Merger, Paul L. Foster, Jeff A. Stevens and Scott D. Weaver resigned as members of the Board of Directors (the “Board”) of the General Partner.
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2017-05-028-K2017-05-022.02 Results of Operations and Financial Condition2.02 On May 2, 2017, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the first quarter ended March 31, 2017.form8-kxwnrlearningsreleas.htm
2017-04-288-K2017-04-288.01 Other Events8.01 On April 28, 2017, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the first quarter of 2017 of $0.4525 per unit.a04282017wnrl8-kdistributi.htm
2017-02-288-K2017-02-282.02 Results of Operations and Financial Condition2.02 On February 28, 2017, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the fourth quarter ended December 31, 2016, and the full year of 2016.wnrlearningsrelease-2016x8.htm
2017-01-318-K2017-01-318.01 Other Events8.01 On January 31, 2017, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the fourth quarter of 2016 of $0.4375 per unit.a01312017wnrl8-kq42016dist.htm
2017-01-098-K2017-01-097.01 Regulation FD Disclosure7.01 On January 9, 2016, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that Partnership management will participate in the 2017 UBS MLP One-on-One Conference in Park City, Utah on Tuesday and Wednesday, January 10-11, 2017.a01092017wnrlform8-kubs1on.htm
2016-11-018-K2016-11-012.02 Results of Operations and Financial Condition2.02 On November 1, 2016, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the third quarter ended September 30, 2016.form8-kxwnrlearningsreleas.htm
2016-10-268-K2016-10-248.01 Other Events8.01 On October 24, 2016, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the third quarter of 2016 of $0.4225 per unit.a10242016wnrl8-kreq32016di.htm
2016-10-178-K/A2016-09-159.01 Financial Statements and Exhibits9.01 (a) Financial Statements of Business Acquired.d272299d8ka.htm
2016-09-208-K2016-09-151.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 To the extent required, the information set forth under “Introductory Note” and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
2.03 The description of the Amendment provided under Item 1.01 is incorporated in this Item 2.03 by reference.
3.02 The information set forth under “Introductory Note” of this Current Report on Form 8-K with respect to the issuance and sale by the Partnership of the common units representing limited partner interests in the Partnership to SPPR is incorporated herein by reference.
7.01 On September 15, 2016, the Partnership issued a press release announcing the consummation of the Transaction, including entry into the Terminalling Agreement and the Amendment.
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2016-09-138-K2016-09-071.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On September 7, 2016, the Partnership issued a press release announcing the pricing of the Offering.
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2016-09-078-K2016-09-071.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On September 7, 2016, the Partnership and Western issued a joint press release relating to the Transaction, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
d252686d8k.htm
2016-08-168-K2016-08-167.01 Regulation FD Disclosure7.01 On August 16, 2016, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that Partnership management will participate in the 2016 Citi One-on-One MLP/Midstream Infrastructure Conference in Las Vegas, Nevada, on August 17, 2016.a08162016wnrl8-k2016cition.htm
2016-08-028-K2016-08-022.02 Results of Operations and Financial Condition2.02 On August 2, 2016, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the second quarter ended June 30, 2016.form8-kxwnrlearningsreleas.htm
2016-07-278-K2016-07-268.01 Other Events8.01 On July 26, 2016, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the second quarter of 2016 of $0.4125 per unit.a07272016wnrl8-k2qdistribu.htm
2016-06-028-K2016-06-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 • Karen B. Davis will serve as Executive Vice President, Chief Financial Officer and principal accounting officer of the Company effective August 15, 2016.d191173d8k.htm
2016-06-018-K2016-06-017.01 Regulation FD Disclosure7.01 in Orlando, Florida, on June 2-3, 2016.a06012016wnrlmlpaconference.htm
2016-05-208-K2016-05-161.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d175411d8k.htm
2016-05-098-K2016-05-097.01 Regulation FD Disclosure7.01 On May 9, 2016, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that Partnership management will participate in the Deutsche Bank 2016 MLP, Midstream and Natural Gas Conference in New York City, New York, on Tuesday, May 10, 2016.a05092016wnrl8-kredeutsche.htm
2016-05-038-K2016-05-032.02 Results of Operations and Financial Condition2.02 On May 3, 2016, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the first quarter ended March 31, 2016.form8-kxwnrlearningsreleas.htm
2016-04-258-K2016-04-258.01 Other Events8.01 On April 25, 2016, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the first quarter of 2016 of $0.4025 per unit.a04252016wnrl8kdistribution.htm
2016-03-018-K2016-03-017.01 Regulation FD Disclosurea03012016wnrl8kbarclaysand.htm
2016-02-258-K2016-02-252.02 Results of Operations and Financial Condition2.02 On February 25, 2016, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the fourth quarter ended December 31, 2015, and the full year of 2015.wnrlearningsrelease-2015x8.htm
2016-02-018-K2016-02-018.01 Other Events8.01 On February 1, 2016, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the fourth quarter 2015 of $0.3925 per unit.a02012016wnrl8k-distributi.htm
2016-01-118-K2016-01-117.01 Regulation FD Disclosure7.01 On January 11, 2016, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that Partnership management will participate in the 2016 UBS MLP Conference in Park City, Utah on Tuesday, January 12, 2016.a01112016wnrlform8-kreubsm.htm
2015-12-078-K2015-12-077.01 Regulation FD Disclosure7.01 On December 7, 2015, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that Partnership management will participate in the Wells Fargo 14th Annual Energy Symposium in New York City, New York on Tuesday, December 8, 2015.a12072015wnrl8-krewellsfar.htm
2015-11-238-K/A2015-11-209.01 Financial Statements and Exhibits9.01 (a) Financial statements of business acquired.form8-kawnrltnm.htm
2015-11-038-K2015-11-032.02 Results of Operations and Financial Condition2.02 On November 3, 2015, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the third quarter ended September 30, 2015.form8-kxwnrlearningsreleas.htm
2015-11-028-K2015-10-301.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 To the extent required, the information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
3.02 The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the issuance and sale by the Partnership of the common units representing limited partner interests in the Partnership and the newly created TexNew Mex Units (collectively, the “Issued Units”) to Western is incorporated herein by reference.
3.03 The information set forth above under Item 1.01 regarding the adoption of the Second A&R Partnership Agreement is incorporated by reference into this Item 3.03.
5.03 The information set forth above under Item 1.01 regarding the adoption of the Second A&R Partnership Agreement is incorporated by reference into this Item 5.03.
7.01 On November 2, 2015, the Partnership and Western issued a joint press release announcing the consummation of the Transaction, including entry into the Amendment to the Pipeline Agreement and the Second A&R Partnership Agreement.
d83600d8k.htm
2015-10-308-K2015-10-308.01 Other Events8.01 On October 30, 2015, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the third quarter 2015 of $0.3825 per unit.a10302015wnrl8kreq3distrib.htm
2015-08-198-K2015-08-197.01 Regulation FD Disclosure7.01 On August 19, 2015, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that Partnership management will participate in the 2015 CITI One-on-One MLP/Midstream Infrastructure Conference in Las Vegas, Nevada on Thursday, August 20, 2015.a08182015wnrl8kforcitione-.htm
2015-08-118-K2015-08-107.01 Regulation FD Disclosure7.01 On August 10, 2015, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that Partnership management will participate in the Goldman Sachs Power, Utilities, MLP and Pipeline Conference in New York City on Tuesday, August 11, 2015.a08102015wnrlform8-kregold.htm
2015-08-048-K2015-08-042.02 Results of Operations and Financial Condition2.02 On August 4, 2015, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the second quarter ended June 30, 2015.form8-kxwnrlearningsreleas.htm
2015-07-318-K2015-07-318.01 Other Events8.01 On July 31, 2015, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the second quarter 2015 of $0.3650 per unit.a07312015wnrlform8-kq2cash.htm
2015-07-098-K2015-07-097.01 Regulation FD Disclosure7.01 On July 9, 2015, Western Refining Logistics, LP (the “Partnership”) and its wholly-owned subsidiary, WNRL Finance Corp., issued a press release announcing that they completed an exchange offer relating to their 7½% Senior Notes due 2023.a07092015wnrl-8kxcompletio.htm
2015-05-268-K2015-05-268.01 Other Events8.01 On May 26, 2015, Western Refining Logistics, LP issued a press release announcing that it filed a universal shelf registration statement on Form S-3 with the United States Securities and Exchange Commission.a05262015wnrlform8-kformsx.htm
2015-05-198-K2015-05-197.01 Regulation FD Disclosure7.01 On May 19, 2015, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that Partnership management will participate in the National Association of Publicly Traded Partnerships (NAPTP) 2015 MLP Annual Conference in Orlando, Florida, on Wednesday, May 20, 2015.a05192015wnrlform8-kubscon.htm
2015-05-058-K2015-05-052.02 Results of Operations and Financial Condition2.02 On May 5, 2015, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the first quarter ended March 31, 2015.form8-kxwnrlearningsreleas.htm
2015-05-018-K2015-05-018.01 Other Events8.01 On May 1, 2015, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the first quarter 2015 of $0.3475 per unit.a05012015wnrlform8-kq1dist.htm
2015-03-038-K2015-03-037.01 Regulation FD Disclosure7.01 On March 3, 2015, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that Partnership management will participate in the Barclays Select Series 2015: MLP Corporate Access Day, in New York City, on Wednesday, March 4, 2015.wnrlform8-kbarclaysmlpcorp.htm
2015-02-268-K2015-02-262.02 Results of Operations and Financial Condition2.02 On February 26, 2015, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the fourth quarter ended December 31, 2014, and the full year of 2014.wnrlearningsrelease-2014x8.htm
2015-02-118-K2015-02-061.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The information required by Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated herein by reference.
8.01 On February 6, 2015, the Issuers issued a press release announcing that they, as co-issuers, priced a private offering of the Notes (the “Notes Offering”).
d867669d8k.htm
2015-02-028-K2015-02-027.01 Regulation FD Disclosure; 8.01 Other Events7.01 In connection with the Notes Offering referred to in Item 8.01 below, Western Refining Logistics, LP (the “Partnership”) is disclosing under this Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1 hereto, which is incorporated herein by reference.
8.01 On February 2, 2015, the Partnership and its wholly-owned subsidiary, WNRL Finance Corp., issued a press release announcing that they, as co-issuers, intend to commence a private offering of Senior Notes due 2023 (the “Notes Offering”) to eligible purchasers.
d861682d8k.htm
2015-01-308-K2015-01-308.01 Other Events8.01 On January 30, 2015, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the fourth quarter 2014 of $0.3325 per unit.form8-kwnrl4q2014distribut.htm
2015-01-278-K/A2015-01-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 26, 2015, Western Refining Logistics, LP, (the “Partnership”) announced that Karen B. Davis has resigned as Chief Financial Officer of Western Refining Logistics GP, LLC (the “Company”), the general partner of the Partnership, effective February 2, 2015 in order to take on the role of Executive Vice President and Chief Financial Officer of Northern Tier Energy LLC and Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP.wnrlform8-ka01262015.htm
2015-01-268-K2015-01-265.01 Changes in Control of Registrantwnrlform8-k01262015.htm
2015-01-128-K2015-01-127.01 Regulation FD Disclosure7.01 On January 12, 2015, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that the Partnership will participate in the UBS MLP Conference, in Park City, Utah, on Tuesday, January 13, 2015.wnrlform8-kubs2015mlpconfe.htm
2014-12-088-K2014-12-087.01 Regulation FD Disclosure7.01 On December 8, 2014, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that the Partnership will participate in the Wells Fargo Securities Research, Economics & Strategy 13th Annual Energy Symposium, in New York City, at 9:15 a.m.wnrlform8-kwellsfargoconfe.htm
2014-11-048-K2014-11-042.02 Results of Operations and Financial Condition2.02 On November 4, 2014, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the third quarter ended September 30, 2014.form8-kxwnrlearningsreleas.htm
2014-11-038-K2014-10-318.01 Other Events8.01 On October 31, 2014, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the third quarter 2014 of $0.3175 per unit.form8-kx3q2014distribution.htm
2014-10-278-K2014-10-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 27, 2014, Western Refining Logistics GP, LLC, a Delaware limited liability company (the “Company”) and the general partner of Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), announced the appointment of Gary R. Dalke as Executive Vice President of the Company and Karen B. Davis as Chief Financial Officer of the Company effective on or about December 1, 2014.form8-krecfoappointment.htm
2014-10-168-K2014-10-151.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 To the extent required, the information set forth under “Introductory Note” and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
3.02 The information set forth under “Introductory Note” of this Current Report on Form 8-K with respect to the issuance and sale by the Partnership of the common units representing limited partner interests in the Partnership to Western is incorporated herein by reference.
7.01 On October 15, 2014, the Partnership and Western issued a joint press release announcing the consummation of the Transaction, including entry into the Commercial Agreements.
d805248d8k.htm
2014-10-018-K2014-09-251.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On September 25, 2014, the Partnership and Western issued a joint press release relating to the Transaction, which is attached hereto as Exhibit 99.1.
d796619d8k.htm
2014-08-198-K2014-08-197.01 Regulation FD Disclosure7.01 On August 19, 2014, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that the Partnership will participate in the 2014 Citi One-On-One MLP/Midstream Infrastructure Conference, in Las Vegas, Nevada, on Wednesday, August 20, 2014.form8-kxwnrlxciticonferenc.htm
2014-08-118-K2014-08-117.01 Regulation FD Disclosure7.01 On August 11, 2014, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that the Partnership will participate in a panel discussion at the Goldman Sachs Power, Utilities, MLP and Pipeline Conference, in New York City, New York, beginning at 8:45 am ET on Tuesday, August 12, 2014, which will be webcast live.a8122014-form8xkxwnrlgoldm.htm
2014-08-058-K2014-08-052.02 Results of Operations and Financial Condition2.02 On August 5, 2014, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the second quarter ended June 30, 2014.wnrlearningsrelease-2q2014.htm
2014-08-048-K2014-08-018.01 Other Events8.01 On August 1, 2014, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the second quarter 2014 of $0.3075 per unit.form8-kxwnrl2q2014distribu.htm
2014-07-108-K2014-07-095.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On July 9, 2014, Western Refining Southwest, Inc., an Arizona corporation and the sole member of Western Refining Logistics GP, LLC, a Delaware limited liability company (the “Company”) and the general partner of Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), appointed Andrew L. Atterbury to serve on the board of directors (the “Board”) of the Company, which appointment was ratified by the Board.
7.01 On July 10, 2014, the Partnership issued a press release announcing the appointment of Mr. Atterbury to the Board.
d754782d8k.htm
2014-05-208-K2014-05-207.01 Regulation FD Disclosure7.01 On May 20, 2014, Western Refining Logistics, LP (the "Partnership") issued a press release announcing the Partnership will participate in the National Association of Publicly Traded Partnerships 2014 MLP Annual Conference in Ponte Vedre, Florida on Wednesday, May 21, 2014.form8-kx05_24x2014natlasso.htm
2014-05-068-K2014-05-062.02 Results of Operations and Financial Condition2.02 On May 6, 2014, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the first quarter ended March 31, 2014.wnrlearningsrelease-1q2014.htm
2014-05-058-K2014-05-028.01 Other Events8.01 On May 2, 2014, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), declared a quarterly cash distribution for the first quarter 2014 of $0.2975 per unit.form8-kx05_02x2014wnrldist.htm
2014-04-018-K2014-04-017.01 Regulation FD Disclosure7.01 On April 1, 2014, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that the Partnership will participate in the Morgan Stanley Permian Basin Energy Summit, in Midland, Texas, on Wednesday, April 2, 2014.wnrlmorganstanleyform8-k.htm
2014-03-178-K2014-03-177.01 Regulation FD Disclosure7.01 On March 17, 2014, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that the Partnership will participate in the Cowen and Company Permian Basin Oilfield Tour, in Midland, Texas, on Tuesday, March 18, 2014.a03_18x2014wnrlxformx8-kxc.htm
2014-02-278-K2014-02-272.02 Results of Operations and Financial Condition2.02 On February 27, 2014, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the fourth quarter ended December 31, 2013, and the full year of 2013.wnrlearningsrelease-2013x8.htm
2014-02-038-K2014-01-317.01 Regulation FD Disclosure7.01 On January 31, 2014, the Board of Directors of Western Refining Logistics GP, LLC, the general partner of Western Refining Logistics, LP (the “Partnership”), approved the Partnership's initial quarterly cash distribution of $0.2407 per unit for the prorated period of October 16, 2013, the closing date of Western Refining Logistics, LP's initial public offering, through December 31, 2013.form8-kwnrl.htm
2014-01-138-K2014-01-137.01 Regulation FD Disclosure7.01 On January 13, 2014, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that management will participate in the UBS MLP One-on-One Conference in Park City, Utah on Tuesday, January 14, 2014.wnrlform8-kx1132014.htm
2013-12-098-K2013-12-097.01 Regulation FD Disclosure7.01 On December 9, 2013, Western Refining Logistics, LP (the “Partnership”) issued a press release announcing that management will participate in the Wells Fargo Securities 2013 Energy Symposium in New York City, on Tuesday, December 10, 2013.a12_09x2013wnrlxformx8-k.htm
2013-10-228-K2013-10-161.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 On October 16, 2013, in connection with the closing of the Offering, the following transactions, among others, occurred pursuant to the Contribution Agreement by and among the Partnership, the General Partner, WRSW, SJR, WRP, WRT, WRCLP and Western (the “Contribution Agreement”): (i) WRSW contributed to the Partnership the WR Subsidiary Interests (as such term is defined in the Contribution Agreement) in exchange for 16,167,270 subordinated units, a cash distribution and the right to receive both (a) a number of additional common units and (b) a distribution of any cash paid by the Underwriters to the Partnership, as set forth in the Contribution Agreement, and the issuance to the General Partner of the Incentive Distribution Rights and (ii) WRCLP contributed to the Partnership the WRCLP Contribution Assets (as such term is defined in the Contribution Agreement) in exchange for 6,998,500 common units, 6,643,730 subordinated units and a cash distribution, as set forth in the Contribution Agreement.
2.03 The description of the Credit Agreement provided under Item 1.01 is incorporated in this Item 2.03 by reference.
3.02 connection with the consummation of the transactions contemplated by the Contribution Agreement is incorporated herein by reference.
5.02 On October 16, 2013, in connection with the Offering, the Board of Directors of the General Partner adopted the Western Refining Logistics, LP 2013 Long-Term Incentive Plan (the “Plan”) for certain employees, consultants and directors of the General Partner and those of its affiliates who perform services for the Partnership.
5.03 On October 16, 2013, in connection with the closing of the Offering, the Partnership amended and restated its Agreement of Limited Partnership (as amended, the “Partnership Agreement”).
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2013-10-158-K2013-10-091.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K (including the exhibits) is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.
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