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| CIK | 1339048 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Western Refining, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| June 12, 2017 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-32721 Western Refining, Inc. (Exact name of registrant as specifi |
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| June 7, 2017 |
8-K 1 d409539d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation |
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| June 2, 2017 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 d407175d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation |
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| June 2, 2017 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 13, 2017, pursuant to the provisions of Rule 12d2-2 (a). |
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| June 1, 2017 |
EX-3.2 Exhibit 3.2 BYLAWS OF WESTERN REFINING, INC. Effective: June 1, 2017 ARTICLE I Corporate Offices Section 1.1 Registered Office. The registered office of Western Refining, Inc., a Delaware corporation (the ?Corporation?), in the state of Delaware shall be fixed in the Corporation?s Certificate of Incorporation, as the same may be amended from time to time. Section 1.2 Other Offices. The Corp |
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| June 1, 2017 |
EX-99.1 Exhibit 99.1 Tesoro Completes Acquisition of Western Refining; Provides Additional Information on Combined Operations and Synergies SAN ANTONIO, TEXAS ? June 1, 2017 ? Tesoro Corporation (NYSE: TSO) (?Tesoro?) and Western Refining, Inc. (NYSE: WNR) (?Western?) announced today that Tesoro has completed its acquisition of Western for a total consideration of approximately $5.8 billion. The s |
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| June 1, 2017 |
8-K 1 d365891d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation |
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| June 1, 2017 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WESTERN REFINING, INC. (as of June 1, 2017) EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN REFINING, INC. (as of June 1, 2017) FIRST. The name of the corporation is Western Refining, Inc. SECOND. The address of the corporation?s registered office in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, DE 19808. The name o |
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| June 1, 2017 |
Western Refining POST-EFFECTIVE AMEND. NO. 1 TO FORM S-8 POST-EFFECTIVE AMEND. NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on June 1, 2017 Registration No. 333-132854 Registration No. 333-168018 Registration No. 333-212208 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-132854 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATIO |
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| June 1, 2017 |
Western Refining POST-EFFECTIVE AMEND. NO. 1 TO FORM S-8 POST-EFFECTIVE AMEND. NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on June 1, 2017 Registration No. 333-132854 Registration No. 333-168018 Registration No. 333-212208 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-132854 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATIO |
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| June 1, 2017 |
Western Refining POST-EFFECTIVE AMEND. NO. 1 TO FORM S-8 S-8 POS 1 d389221ds8pos.htm POST-EFFECTIVE AMEND. NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on June 1, 2017 Registration No. 333-132854 Registration No. 333-168018 Registration No. 333-212208 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-132854 POST-EFFECTIVE AMENDMENT N |
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| June 1, 2017 |
WNR / Western Refining, Inc. / Foster Paul L - FORM SC 13D/A Activist Investment SC 13D/A 1 dp76885sc13da-foster13.htm FORM SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 13)* Western Refining, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 959319104 (CU |
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| June 1, 2017 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 12)* Western Refining, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 959319104 (CUSIP Number) Paul L. Foster 123 W. Mills Avenue, Suit |
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| May 31, 2017 |
WESTERN REFINING ANNOUNCES RESULTS OF TESORO ACQUISITION CONVERSION ELECTION Exhibit 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING ANNOUNCES RESULTS OF TESORO ACQUISITION CONVERSION ELECTION EL PASO, Texas ? May 31, 2017 ? Western Refining, Inc. (NYSE:WNR) announced today the preliminary results of the shareholder election for consid |
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| May 31, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 dp767528k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2017 (May 30, 2017) WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other ju |
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| May 30, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WESTERN REFINING, INC. (Exact name of the registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-32721 (Commission File Number) 20-3472415 (IRS Employer Identification No.) 212 N. Clark Street El Paso, Texas 79905 (Addre |
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| May 24, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 dp764948k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of i |
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| May 24, 2017 |
Expected Closing Date for Western Refining Acquisition and Election Deadline Announced Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 Expected Closing Date for Western Refining Acquisition and Election Deadline Announced EL PASO, Texas ? May 24, 2017 - Western Refining, Inc. (NYSE:WNR) today announced that the waiting period applicable to its proposed acquisition by Tesoro C |
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| May 24, 2017 |
Western Refining FORM 8-K (Prospectus) 425 1 dp764948k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of i |
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| May 24, 2017 |
Expected Closing Date for Western Refining Acquisition and Election Deadline Announced Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 Expected Closing Date for Western Refining Acquisition and Election Deadline Announced EL PASO, Texas ? May 24, 2017 - Western Refining, Inc. (NYSE:WNR) today announced that the waiting period applicable to its proposed acquisition by Tesoro C |
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| May 24, 2017 |
Tesoro Announces Expected Closing Date for Western Refining Acquisition and Election Deadline Exhibit Exhibit 99.1 Tesoro Announces Expected Closing Date for Western Refining Acquisition and Election Deadline SAN ANTONIO, TEXAS ? May 24, 2017 ? Tesoro Corporation (NYSE: TSO) today announced that the waiting period applicable to its proposed acquisition of Western Refining pursuant to the Hart Scott Rodino (HSR) Act has terminated. This satisfies one of the final conditions to the closing o |
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| May 24, 2017 |
425 1 westernrefiningacquisition.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2017 Tesoro Corporation (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction |
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| May 5, 2017 |
WNR / Western Refining, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of Incorporat |
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| May 2, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2017 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Commis |
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| May 2, 2017 |
WESTERN REFINING ANNOUNCES FIRST QUARTER 2017 RESULTS Exhibit FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary W. Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING ANNOUNCES FIRST QUARTER 2017 RESULTS EL PASO, Texas - May 2, 2017 - Western Refining, Inc. (NYSE: WNR) today reported first quarter 2017 net income attributable to Western of $11.6 million , or |
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| May 1, 2017 |
WNR / Western Refining, Inc. 10-K/A (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State |
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| April 17, 2017 |
425 1 d262573d425.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Tesoro Logistics LP (Name of I |
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| April 13, 2017 |
8-K 1 a04132017wnr8-kq22017divid.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of inc |
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| April 13, 2017 |
WESTERN REFINING DECLARES SECOND QUARTER 2017 DIVIDEND OF $0.38 PER SHARE Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING DECLARES SECOND QUARTER 2017 DIVIDEND OF $0.38 PER SHARE EL PASO, Texas - April 13, 2017 - Western Refining, Inc. (NYSE:WNR) today announced its Board of Directors approved a $0.38 per share divid |
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| April 6, 2017 |
Western Refining FORM 425 (Prospectus) Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. |
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| April 5, 2017 |
Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) Western Refining Update: Q&A with Keith Casey Recently, Corporate Communications sat down with Keith Casey, EVP of Marketing & Commercial to discuss his role as the Executive Sponsor to the Enterprise I |
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| March 31, 2017 |
Western Refining FORM 425 (Prospectus) Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. |
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| March 28, 2017 |
425 1 a3-28x17integrationplannin.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) Tesoro - Western Integration goTSO Internal Integration Update #6 Western Integration Update: Stockholder Approval Granted, Integration Planning Continues On Fri |
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| March 24, 2017 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K 1 dp743278k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of |
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| March 24, 2017 |
WESTERN REFINING STOCKHOLDERS APPROVE TESORO ACQUISITION EX-99.1 2 dp74327ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING STOCKHOLDERS APPROVE TESORO ACQUISITION EL PASO, Texas – March 24, 2017 - Western Refining, Inc. (NYSE:WNR) today announced that WNR stockholders have approved the proposed acquisition |
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| March 24, 2017 |
Western Refining FORM 425 (Prospectus) Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. |
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| March 24, 2017 |
WESTERN REFINING STOCKHOLDERS APPROVE TESORO ACQUISITION Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING STOCKHOLDERS APPROVE TESORO ACQUISITION EL PASO, Texas ? March 24, 2017 - Western Refining, Inc. (NYSE:WNR) today announced that WNR stockholders have approved the proposed acquisition of Western Refining by Tesoro Corporation |
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| March 24, 2017 |
Western Refining FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation or organizatio |
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| March 24, 2017 |
Exhibit Exhibit 99.1 Tesoro and Western Refining Stockholders Approve Acquisition of Western Refining by Tesoro SAN ANTONIO, TEXAS ? March 24, 2017 - Stockholders of both Tesoro Corporation (NYSE: TSO) and Western Refining, Inc. (NYSE: WNR) today voted to approve Tesoro?s expected acquisition of Western Refining. At separate special stockholders? meetings, Tesoro stockholders approved the issuance |
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| March 24, 2017 |
425 1 tso8-kspecialmeeting.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2017 Tesoro Corporation (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of |
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| March 10, 2017 |
Western Refining FORM 425 (Prospectus) Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. |
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| March 6, 2017 |
Western Refining 425 (Prospectus) 425 1 a3-6x2017425proxycardremin.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) March 6, 2017 Dear Stockholder: We previously sent you proxy material for the special meeting of stockholders of Tesoro Corporation to be held on March 24, 2017 |
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| March 1, 2017 |
Western Refining 10-K (Annual Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of Incorp |
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| March 1, 2017 |
Exhibit 12.1 Computation of Earnings to Fixed Charges Year Ended December 31, 2016 2015 2014 2013 2012 (In thousands) Income before income taxes $ 241,874 $ 838,386 $ 1,002,676 $ 453,479 $ 617,087 Add: Interest expense and other financing costs 123,291 105,603 97,062 74,581 88,209 Amortization of capitalized interest 2,327 1,911 1,590 1,580 1,479 Interest component of rental expense 22,053 19,941 |
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| March 1, 2017 |
Exhibit 21.1 SUBSIDIARIES OF WESTERN REFINING, INC. Name of Subsidiary State of Incorporation or Organization Ascarate Group LLC Delaware Ciniza Production Company New Mexico Dial Oil Co., LLC New Mexico Empire Oil Co. California Giant Four Corners, LLC Delaware Giant Industries, Inc. Delaware Giant Stop-N-Go of New Mexico, LLC New Mexico Minnesota Pipe Line Company, LLC* Delaware MPL Investments, |
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| February 28, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 wnr8-kxearningsreleasex123.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2017 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other |
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| February 28, 2017 |
earningscallwnr1231166 Q4 2016 Earnings Review February 28, 2017 Cautionary Statement on Forward-Looking Statements This presentation contains forward-looking statements which are protected by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. |
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| February 28, 2017 |
WESTERN REFINING REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS Exhibit FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary W. Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS EL PASO, Texas - February 28, 2017 - Western Refining, Inc. (NYSE: WNR) today reported results for the fourth quarter ended December 31, 2016 . |
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| February 28, 2017 |
Western Refining FORM 425 (Prospectus) 425 1 dp73456425.htm FORM 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. Subject Company: Western Refining, Inc. Commission File No.: 001-32721 The following is an excerpt from a press release first disseminated by Western Refining, Inc. on February 28, 2 |
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| February 28, 2017 |
Western Refining FORM 425 (Prospectus) 425 1 dp73468425.htm FORM 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. Subject Company: Western Refining, Inc. Commission File No.: 001-32721 The following are excerpts from an earnings call held by Western Refining, Inc. on February 28, 2017. Jeffrey B |
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| February 17, 2017 |
DEFM14A 1 d343481ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| February 14, 2017 |
8-K 1 dp729468k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction |
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| February 14, 2017 |
Western Refining FORM 8-K (Prospectus) 425 1 dp729468k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction |
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| February 10, 2017 |
Western Refining 8-K (Prospectus) 425 1 tsoform8-kx2102017xhsr.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2017 Tesoro Corporation (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdictio |
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| February 10, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation or organiza |
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| February 10, 2017 |
Western Refining FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation or organiza |
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| February 10, 2017 |
WNR / Western Refining, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 westernrefininginc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Western Refining Inc Title of Class of Securities: Common Stock CUSIP Number: 959319104 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuan |
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| February 8, 2017 |
Western Refining 425 (Prospectus) 425 1 tso425-earningscall2x7x17.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) The following are excerpts from an earnings call held by Tesoro Corporation on February 7, 2017. “Now, let me provide an update on the proposed acquisition of Wes |
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| February 8, 2017 |
Western Refining 425 (Prospectus) 425 1 a272017425gotso-integratio.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) Western Acquisition Update: Integration planning continues Through the Enterprise Integration Office (EIO) team, which is comprised of Tesoro and Western represe |
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| February 6, 2017 |
8-K 1 dp727098k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2017 (January 31, 2017) WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or |
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| February 6, 2017 |
Western Refining FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2017 (January 31, 2017) WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorpo |
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| February 6, 2017 |
Western Refining 425 (Prospectus) 425 1 a425-earningsrelease.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) The following are excerpts from a press release first disseminated by Tesoro Corporation on February 6, 2017. “Looking ahead to 2017, we are excited about the potentia |
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| January 24, 2017 |
Western Refining 425 (Prospectus) Document Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) Western Acquisition Update: Integration planning in full swing Following the announcement of this exciting acquisition, many at Tesoro and Western have been preparing for the potential closing. |
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| January 17, 2017 |
Western Refining FORM 425 (Prospectus) 425 1 dp71957425.htm FORM 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. Subject Company: Western Refining, Inc. Commission File No.: 001-32721 TO: All Employees (Non-Retail) SUBJECT: WNR/TSO Transaction - Employee Compensation & Benefits Update We contin |
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| January 12, 2017 |
8-K 1 dp719188k.htm FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2017 (January 9, 2017) WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or ot |
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| January 12, 2017 |
Western Refining FORM 8K (Prospectus) 425 1 dp719188k.htm FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2017 (January 9, 2017) WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or ot |
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| January 12, 2017 |
Western Refining 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) : January 9, 2017 Tesoro Corporation (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File N |
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| January 4, 2017 |
WESTERN REFINING DECLARES FIRST QUARTER 2017 DIVIDEND OF $0.38 PER SHARE Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING DECLARES FIRST QUARTER 2017 DIVIDEND OF $0.38 PER SHARE EL PASO, Texas - January 4, 2017 - Western Refining, Inc. (NYSE:WNR) today announced its Board of Directors approved a $0.38 per share divid |
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| January 4, 2017 |
8-K 1 a01042017wnr8-kq12017divid.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2017 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of in |
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| January 4, 2017 |
Western Refining 425 (Prospectus) 425 1 tso42501042017.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) © 2015 Tesoro Corporation. All Rights Reserved. Driven to Create Value Wolfe Research 2017 Oil & Gas 1-on-1 Refining Conference January 2017 Tesoro 2 Forward Looking Stateme |
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| December 22, 2016 |
EX-4.1 Exhibit 4.1 TESORO CORPORATION 4.750% SENIOR NOTES DUE 2023 5.125% SENIOR NOTES DUE 2026 INDENTURE Dated as of December 22, 2016 U.S. Bank National Association Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 14 SECTION 1.03. Incorporation by Reference of Trust Indenture Act 14 SECTION 1.04. Rules |
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| December 22, 2016 |
Western Refining FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 22, 2016 Tesoro Corporation (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State of Incorporation) (Commission File Number) (IRS E |
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| December 13, 2016 |
EX-10.1 Exhibit 10.1 POSTING VERSION CONFIDENTIAL AMENDMENT AND INCREMENTAL FACILITY AGREEMENT dated as of December 13, 2016 (this ?Agreement?), to the Credit Agreement dated as of September 30, 2016 (the ?Existing Credit Agreement?), among TESORO CORPORATION, the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as administrative agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A |
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| December 13, 2016 |
Western Refining FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 13, 2016 Tesoro Corporation (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State of (Commission (IRS Employer Incorporation) File Number) I |
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| December 9, 2016 |
Financial Statements and Exhibits, Other Events Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2016 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (C |
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| December 9, 2016 |
Table of Contents Exhibit 99.1 Part I Financial Information Item 1. Financial Statements WESTERN REFINING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and per share data) March 31, 2016 December 31, 2015 ASSETS Current assets: Cash and cash equivalents (WNRL: $28,653 and $44,605, respectively) $ 593,101 $ 772,502 Accounts receivable, trade, n |
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| December 9, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 segmentrecast-8xkx6301610xq.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2016 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other |
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| December 9, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 segmentrecast-8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2016 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdicti |
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| December 9, 2016 |
Table of Contents Exhibit 99.1 Explanatory Note Effective July 1, 2016, we changed our reportable segments due to changes in our organization. Prior to the acquisition of all the outstanding common units not already held by us of Northern Tier Energy LP ("NTI") on June 23, 2016 ("the Merger"), we reported NTI as a separate reportable segment. Following the completion of the Merger, NTI became a wh |
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| December 9, 2016 |
Table of Contents Exhibit 99.1 Part I Financial Information Item 1. Financial Statements WESTERN REFINING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and per share data) June 30, 2016 December 31, 2015 ASSETS Current assets: Cash and cash equivalents (WNRL: $17,562 and $44,605, respectively) $ 198,284 $ 772,502 Accounts receivable, trade, ne |
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| December 7, 2016 |
Western Refining FORM 425 (Prospectus) 425 1 dp70958425.htm FORM 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. Subject Company: Western Refining, Inc. Commission File No.: 001-32721 |
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| December 7, 2016 |
Western Refining 425 (Prospectus) 425 1 d278960d425.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) TESORO An Introduction to Tesoro Western Refining Employee Meetings December 2016 FORWARD LOOKING STATEMENTS This communication contains certain statements that are “forward-lo |
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| December 7, 2016 |
Western Refining 425 (Prospectus) 425 1 d308181d425.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) TESORO 2015 Social Responsibility Summary Report SAFETY COMMUNITY ENVIRONMENT PEOPLE ABOUT THIS PUBLICATION TESORO 2015 Social Responsibility Summary Report SAFETY COMMUNITY EN |
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| December 2, 2016 |
Western Refining 8-K (Prospectus) 425 1 tso8-k12x02x2016.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2016 Tesoro Corporation (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of i |
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| December 2, 2016 |
GOLDMAN SACHS BANK USA 200 West Street New York, NY 10282 Exhibit Exhibit 10.1 EXECUTION VERSION GOLDMAN SACHS BANK USA 200 West Street New York, NY 10282 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 MIZUHO BANK, LTD. 1251 Avenue of The Americas New York, NY 10020 MUFG 1221 Avenue of The Americas New York, NY 10020 WELLS FARGO BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC WF INVESTMENT HOLDINGS, LLC 550 South Tryon Street Char |
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| November 22, 2016 |
Western Refining FORM 425 (Prospectus) Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. |
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| November 22, 2016 |
Western Refining FORM 425 (Prospectus) 425 1 dp70479425-customer.htm FORM 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. Subject Company: Western Refining, Inc. Commission File No.: 001-32721 Customer Letter Dear Valued Customer, We are very pleased to share some exciting news with you. As you |
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| November 22, 2016 |
Western Refining FORM 425 (Prospectus) Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. |
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| November 18, 2016 |
TESORO TO ACQUIRE WESTERN REFINING IN $6.4 BILLION TRANSACTION EX-99.1 Exhibit 99.1 TESORO TO ACQUIRE WESTERN REFINING IN $6.4 BILLION TRANSACTION ? Transaction creates a premier, highly integrated and geographically diversified refining, marketing and logistics company ? Stock transaction at exchange ratio of 0.4350, with option to elect cash in lieu of stock up to a cap of 10% of the equity consideration; values the transaction at $6.4 billion ? Commit to d |
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| November 18, 2016 |
EX-10.3 Exhibit 10.3 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this ?Agreement?), by and among Western Refining, Inc., a Delaware corporation (the ?Company?), Tesoro Corporation, a Delaware Corporation (?Parent?), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (?Merger Sub 1?), Tahoe Merger |
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| November 18, 2016 |
EX-10.4 Exhibit 10.4 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this ?Agreement?), by and among Western Refining, Inc., a Delaware corporation (the ?Company?), Tesoro Corporation, a Delaware Corporation (?Parent?), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (?Merger Sub 1?), Tahoe Merger |
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| November 18, 2016 |
EX-10.2 4 d294748dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this “Agreement”), by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware Corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“M |
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| November 18, 2016 |
Western Refining FORM 8-K (Prospectus) 425 1 d294748d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 16, 2016 Tesoro Corporation (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State of Incorporation) (Commissio |
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| November 18, 2016 |
GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282 EX-10.1 Exhibit 10.1 EXECUTION VERSION GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282 November 16, 2016 Tesoro Corporation 19100 Ridgewood Pkwy San Antonio, TX 78259 Attention: Stephan Tompsett Project Lisa Commitment Letter Ladies and Gentlemen: You have advised Goldman Sachs Bank USA (?GS Bank?) and Goldman Sachs Lending Partners LLC (?GSLP? an |
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| November 18, 2016 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION CONFIDENTIAL AGREEMENT AND PLAN OF MERGER Among WESTERN REFINING, INC., TESORO CORPORATION, TAHOE MERGER SUB 1, INC. and TAHOE MERGER SUB 2, LLC Dated as of November 16, 2016 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Times 2 1.1. The First Merger 2 1.2. The Second Merger 2 1.3. Closing 2 1.4. Effective Times 4 1.5. Tax Consequences 4 ARTIC |
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| November 17, 2016 |
Western Refining 425 (Prospectus) Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT TSOTesoro Corp to Acquire Western Refining IncM&A Call EVENT DATE/TIME: NOVEMBER 17, 2016 / 01:30PM GMT OVERVIEW: Co. announced a definitive agreement un |
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| November 17, 2016 |
Western Refining 425 (Prospectus) 425 1 d295094d425.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) Twitter 5:07 AM CT Tesoro Corporation @TesoroCorp M&A: Tesoro Corporation to acquire Western Refining Inc. in $6.4 billion stock transaction bit.ly/2f7ldqN $TSO $WNR Tesoro Cor |
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| November 17, 2016 |
Western Refining 425 (Prospectus) 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) TESORO TO ACQUIRE WESTERN REFINING IN $6.4 BILLION TRANSACTION Dear Tesoro Employees, I want to share some very exciting news with you. A few minutes ago, we announced an agreement to acquire Wester |
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| November 17, 2016 |
Western Refining FORM 425 (Prospectus) Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. |
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| November 17, 2016 |
Western Refining 425 (Prospectus) 425 1 d479392d425.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) This document is intended as background for leaders in case of employee questions. Please do not distribute. LEADER BRIEF: TESORO TO ACQUIRE WESTERN REFINING Transaction create |
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| November 17, 2016 |
Western Refining FORM 425 (Prospectus) Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Western Refining, Inc. |
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| November 17, 2016 |
Western Refining 425 (Prospectus) 425 1 d281425d425.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) TESORO TO ACQUIRE WESTERN REFINING Transaction creates a premier, highly integrated and geographically diversified refining, marketing and logistics company Market Cap: $10.0 b |
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| November 17, 2016 |
Western Refining 425 (Prospectus) 425 1 d287401d425.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) TESORO WTM Western Refining Tesoro to Acquire Western Refining Creates a Premier, Highly Integrated and Geographically Diversified Refining, Marketing and Logistics Company Nov |
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| November 17, 2016 |
Western Refining 425 (Prospectus) Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) Together, Tesoro and Western will remain committed to supporting local communities. Tesoro is focused on community investments in three key areas where we can make a positive, measurable impact: Tesoro |
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| November 17, 2016 |
Western Refining 425 (Prospectus) 425 1 d478023d425.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) Dear Western Employees, I asked Jeff Stevens to share this brief note with you to convey my personal excitement about the transformative combination of our companies to create |
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| November 17, 2016 |
Western Refining 425 (Prospectus) 425 1 d294748d425.htm 425 Filed by Tesoro Corporation (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining, Inc. (Commission File No. 001-32721) TESORO TO ACQUIRE WESTERN REFINING IN $6.4 BILLION TRANSACTION • Transaction creates a premier, highly integrated and geographically diversified refining, marketing and logisti |
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| November 17, 2016 |
EX-99.2 4 dp70374ex9902.htm EXHIBIT 99.2 Exhibit 99.2 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this “Agreement”), by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware Corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Paren |
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| November 17, 2016 |
Exhibit 2.1 EXECUTION VERSION CONFIDENTIAL AGREEMENT AND PLAN OF MERGER Among WESTERN REFINING, INC., TESORO CORPORATION, TAHOE MERGER SUB 1, INC. and TAHOE MERGER SUB 2, LLC Dated as of November 16, 2016 Table of Contents Page ARTICLE I The Merger; Closing; Effective Times 2 1.1. The First Merger 2 1.2. The Second Merger 2 1.3. Closing 2 1.4. Effective Times 4 1.5. Tax Consequences 4 ARTICLE II O |
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| November 17, 2016 |
EX-99.3 5 dp70374ex9903.htm EXHIBIT 99.3 Exhibit 99.3 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this “Agreement”), by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware Corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub 1”) |
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| November 17, 2016 |
EX-99.4 6 dp70374ex9904.htm EXHIBIT 99.4 Exhibit 99.4 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this “Agreement”), by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware Corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub 1”) |
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| November 17, 2016 |
TESORO TO ACQUIRE WESTERN REFINING IN $6.4 BILLION TRANSACTION Exhibit 99.1 TESORO TO ACQUIRE WESTERN REFINING IN $6.4 BILLION TRANSACTION ? Transaction creates a premier, highly integrated and geographically diversified refining, marketing and logistics company ? Stock transaction at exchange ratio of 0.4350, with option to elect cash in lieu of stock up to a cap of 10% of the equity consideration; values the transaction at $6.4 billion ? Commit to deliverin |
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| November 17, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 dp703748k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2016 (November 16, 2016) WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State o |
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| November 17, 2016 |
TESORO TO ACQUIRE WESTERN REFINING IN $6.4 BILLION TRANSACTION Exhibit 99.1 TESORO TO ACQUIRE WESTERN REFINING IN $6.4 BILLION TRANSACTION ? Transaction creates a premier, highly integrated and geographically diversified refining, marketing and logistics company ? Stock transaction at exchange ratio of 0.4350, with option to elect cash in lieu of stock up to a cap of 10% of the equity consideration; values the transaction at $6.4 billion ? Commit to deliverin |
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| November 17, 2016 |
EX-99.2 4 dp70374ex9902.htm EXHIBIT 99.2 Exhibit 99.2 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this “Agreement”), by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware Corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Paren |
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| November 17, 2016 |
EX-99.4 6 dp70374ex9904.htm EXHIBIT 99.4 Exhibit 99.4 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this “Agreement”), by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware Corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub 1”) |
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| November 17, 2016 |
EX-99.3 5 dp70374ex9903.htm EXHIBIT 99.3 Exhibit 99.3 VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this “Agreement”), by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware Corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub 1”) |
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| November 17, 2016 |
Western Refining FORM 8-K (Prospectus) 425 1 dp703748k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2016 (November 16, 2016) WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State o |
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| November 17, 2016 |
EX-2.1 2 dp70374ex0201.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION CONFIDENTIAL AGREEMENT AND PLAN OF MERGER Among WESTERN REFINING, INC., TESORO CORPORATION, TAHOE MERGER SUB 1, INC. and TAHOE MERGER SUB 2, LLC Dated as of November 16, 2016 Table of Contents Page ARTICLE I The Merger; Closing; Effective Times 2 1.1. The First Merger 2 1.2. The Second Merger 2 1.3. Closing 2 1.4. Effective Times |
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| November 17, 2016 |
WNR / Western Refining, Inc. / Foster Paul L - FORM SC 13D/A Activist Investment SC 13D/A 1 dp70393sc13da-foster12.htm FORM SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 12)* Western Refining, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 959319104 (CU |
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| November 17, 2016 |
SC 13D/A 1 dp70394sc13da.htm FORM SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 11)* Western Refining, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 959319104 (CUSIP Numbe |
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| November 3, 2016 |
Western Refining 10-Q (Quarterly Report) 10-Q 1 form10-qxwnrx93016.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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| November 3, 2016 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Western Refining GP, LLC, a Delaware limited liability company (the “Company”), and Gary R. Dalke (“Executive”), effective August 15, 2016 (the “Effective Date”). W I T N E S S E T H: WHEREAS, Executive has announced his retirement from the position of Chi |
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| November 1, 2016 |
Western Refining 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2016 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (C |
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| November 1, 2016 |
WESTERN REFINING ANNOUNCES THIRD QUARTER 2016 RESULTS Exhibit FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Retail Investors Contact: Media Contact: Jeffrey S. Beyersdorfer Alpha IR Group Gary W. Hanson (602) 286-1530 Dylan Schweitzer (602) 286-1777 Chris Hodges Michelle Clemente (312) 445-2870 (602) 286-1533 [email protected] WESTERN REFINING ANNOUNCES THIRD QUARTER 2016 RESULTS EL PASO, Texas - November 1, 2016 - Western Refining, |
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| November 1, 2016 |
earningscallwnr930164 Q3 2016 Earnings Review November 1, 2016 2 Cautionary Statement on Forward-Looking Statements This presentation contains forward-looking statements which are protected by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. |
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| October 13, 2016 |
WESTERN REFINING DECLARES FOURTH QUARTER 2016 DIVIDEND OF $0.38 PER SHARE Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING DECLARES FOURTH QUARTER 2016 DIVIDEND OF $0.38 PER SHARE EL PASO, Texas - October 13, 2016 - Western Refining, Inc. (NYSE:WNR) today announced its Board of Directors approved a $0.38 per share div |
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| October 13, 2016 |
Western Refining FORM 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32721 (Commission F |
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| September 27, 2016 |
8-K 1 a09272016wnr8-kredeutscheb.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of |
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| September 27, 2016 |
WESTERN REFINING TO PARTICIPATE IN THE DEUTSCHE BANK 24th ANNUAL LEVERAGED FINANCE CONFERENCE Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN THE DEUTSCHE BANK 24 th ANNUAL LEVERAGED FINANCE CONFERENCE EL PASO, Texas - September 27, 2016 - Western Refining, Inc. (NYSE:WNR) today announced that Company management will p |
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| September 26, 2016 |
8-K 1 a09262016wnr8-kretudorpick.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of |
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| September 26, 2016 |
WESTERN REFINING TO PARTICIPATE IN INVESTOR MEETINGS Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN INVESTOR MEETINGS EL PASO, Texas - September 26, 2016 - Western Refining, Inc. (NYSE: WNR) announced today that Company management will be conducting investor meetings hosted by |
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| September 23, 2016 |
SC 13D Amendment No. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Western Refining Logistics, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q 205 (CUSIP Number) Lowry Barfield 123 W. Mills Avenue El Paso, Texas 79901 (915) 534-1400 (Name, Address and T |
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| September 23, 2016 |
EX-99.A Exhibit A JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respe |
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| September 20, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation or organiz |
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| September 20, 2016 |
WESTERN REFINING CLOSES SALE OF LOGISTICS ASSETS TO WESTERN REFINING LOGISTICS EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1530 WESTERN REFINING CLOSES SALE OF LOGISTICS ASSETS TO WESTERN REFINING LOGISTICS EL PASO, Texas, September 15, 2016 ?Western Refining, Inc. (NYSE:WNR) announced that it has closed the previously announced sale of ce |
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| September 20, 2016 |
TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT EX-10.1 Exhibit 10.1 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT This TERMINALLING, TRANSPORTATION |
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| September 19, 2016 |
8-K 1 a09192016wnrform8-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorp |
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| September 19, 2016 |
WESTERN REFINING TO PARTICIPATE IN INVESTOR MEETINGS EX-99.1 2 a09192016wnrex991simmonsmi.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN INVESTOR MEETINGS EL PASO, Texas - September 19, 2016 - Western Refining, Inc. (NYSE: WNR) announced today that Company management w |
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| September 12, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32721 (Commission |
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| September 12, 2016 |
WESTERN REFINING TO PARTICIPATE IN INVESTOR MEETINGS Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN INVESTOR MEETINGS EL PASO, Texas - September 12, 2016 - Western Refining, Inc. (NYSE: WNR) announced today that Company management will be conducting investor meetings hosted by |
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| September 7, 2016 |
8-K 1 d254413d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdictio |
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| September 7, 2016 |
WESTERN REFINING AND WESTERN REFINING LOGISTICS ANNOUNCE TRANSACTIONS EX-99.1 3 d254413dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Michelle Clemente Gary Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING AND WESTERN REFINING LOGISTICS ANNOUNCE TRANSACTIONS • ACQUISITION OF TERMINALLING, STORAGE AND OTHER LOGISTICS ASSETS FROM SPONSOR WESTERN REFINING • SUCCESSFUL SYNDIC |
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| September 7, 2016 |
EX-2.1 2 d254413dex21.htm EX-2.1 Exhibit 2.1 Executed Version CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING, INC., ST. PAUL PARK REFINING CO. LLC, WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP dated as of September 7, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS 8 2. |
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| September 2, 2016 |
8-K 1 a09022016wnr8-krebarclays.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of i |
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| September 2, 2016 |
WESTERN REFINING TO PARTICIPATE IN THE BARCLAYS CEO ENERGY-POWER CONFERENCE EX-99.1 2 a09022016wnrex991rebarclays.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN THE BARCLAYS CEO ENERGY-POWER CONFERENCE EL PASO, Texas - September 2, 2016 - Western Refining, Inc. (NYSE:WNR) today announced tha |
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| August 4, 2016 |
ASPHALT TRUCKING TRANSPORTATION SERVICES AGREEMENT EX-10.4 3 exhibit104-asphalttrucking.htm EXHIBIT 10.4 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). Execution Copy Exhibit 10.4 ASPHALT TRUCKING TRANSPORTATION S |
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| August 4, 2016 |
EX-10.3 2 exhibit103-wnrincrementals.htm EXHIBIT 10.3 EXECUTION VERSION Exhibit 10.3 INCREMENTAL SUPPLEMENT This INCREMENTAL SUPPLEMENT, dated as of June 23, 2016 (this “Incremental Supplement”), is entered into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agen |
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| August 3, 2016 |
Western Refining 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of In |
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| August 2, 2016 |
FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Retail Investors Contact: Media Contact: Jeffrey S. Beyersdorfer Alpha IR Group Gary W. Hanson (602) 286-1530 Dylan Schweitzer (602) 286-1777 Chris Hodges Michelle Clemente (312) 445-2870 (602) 286-1533 [email protected] WESTERN REFINING ANNOUNCES SECOND QUARTER 2016 RESULTS • EPS of $0.70 per diluted share; EPS, excluding special ite |
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| August 2, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-kxwnrearningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2016 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jur |
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| August 2, 2016 |
EX-99.2 3 earningscallwnr630165.htm EXHIBIT 99.2 Q2 2016 Earnings Review August 2, 2016 2 Cautionary Statement on Forward-Looking Statements This presentation contains forward-looking statements which are protected by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements reflect Western Refining, Inc.’s (“Western,” “Western Refining,” or |
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| July 15, 2016 |
WESTERN REFINING DECLARES THIRD QUARTER 2016 DIVIDEND OF $0.38 PER SHARE EX-99.1 2 a07152016wnrex991q32016div.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING DECLARES THIRD QUARTER 2016 DIVIDEND OF $0.38 PER SHARE EL PASO, Texas - July 15, 2016 - Western Refining, Inc. (NYSE:WNR) today announced its Board o |
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| July 15, 2016 |
8-K 1 a07152016wnr8-kq3dividend.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incor |
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| July 6, 2016 |
SC 13D/A 1 dp66988sc13da.htm FORM SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 10)* Western Refining, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 959319 10 4 (CUSIP Numbe |
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| July 6, 2016 |
WNR / Western Refining, Inc. / Foster Paul L - FORM SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| June 30, 2016 |
WESTERN REFINING AND NORTHERN TIER ANNOUNCE UNITHOLDER APPROVAL AND CLOSING OF MERGER EX-99.(A)(4) 2 d155613dex99a4.htm EX-(A)(4) Exhibit (a)(4) WESTERN REFINING AND NORTHERN TIER ANNOUNCE UNITHOLDER APPROVAL AND CLOSING OF MERGER EL PASO, Texas — June 23, 2016 — Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (NYSE: NTI) today announced that at the special meeting of NTI common unitholders held on June 23, 2016, NTI unitholders voted to approve the previously announ |
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| June 30, 2016 |
NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13E-3 (AMENDMENT NO. 4) SC 13E-3 (Amendment No. 4) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) NORTHERN TIER ENERGY LP (Name of the Issuer) WESTERN REFINING, INC. NORTHERN TIER ENERGY GP LLC (Name of Person(s) Filing Statement) Common Units Representing Limited Partne |
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| June 30, 2016 |
EX-99.L 2 d216745dex99l.htm EX-L Exhibit L EXECUTION VERSION INCREMENTAL SUPPLEMENT This INCREMENTAL SUPPLEMENT, dated as of June 23, 2016 (this “Incremental Supplement”), is entered into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders nam |
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| June 30, 2016 |
SC 13D/A 1 d216745dsc13da.htm SC 13D (AMENDMENT NO. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Northern Tier Energy LP (Name of Issuer) Common Units, no par value (Title of Class of Securities) 665826103 (CUSIP Number) Lowry Barfield 123 W. Mills Avenue, Suite 200 El Paso, Texas 79901 (915) |
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| June 29, 2016 |
WESTERN REFINING AND NORTHERN TIER ANNOUNCE PRORATION RESULTS IN CONNECTION WITH MERGER EX-99.1 Exhibit 99.1 WESTERN REFINING AND NORTHERN TIER ANNOUNCE PRORATION RESULTS IN CONNECTION WITH MERGER EL PASO, Texas? June 29, 2016 ? Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (?NTI?), a wholly-owned subsidiary of WNR, today announced that they have received the Merger Consideration proration results from American Stock Transfer & Trust Company, LLC in connection with t |
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| June 29, 2016 |
8-K 1 d219658d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of |
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| June 27, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32721 (Commission File |
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| June 27, 2016 |
WESTERN REFINING TO PARTICPATE IN THE J.P. MORGAN INAUGURAL ENERGY EQUITY CONFERENCE EX-99.1 2 a06272016wnrex991jpmorganc.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICPATE IN THE J.P. MORGAN INAUGURAL ENERGY EQUITY CONFERENCE EL PASO, Texas - June 27, 2016 - Western Refining, Inc. (NYSE:WNR) today announced |
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| June 23, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d217620d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of |
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| June 23, 2016 |
WESTERN REFINING AND NORTHERN TIER ANNOUNCE UNITHOLDER APPROVAL AND CLOSING OF MERGER EX-99.1 Exhibit 99.1 WESTERN REFINING AND NORTHERN TIER ANNOUNCE UNITHOLDER APPROVAL AND CLOSING OF MERGER EL PASO, Texas ? June 23, 2016 ? Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (NYSE: NTI) today announced that at the special meeting of NTI common unitholders held on June 23, 2016, NTI unitholders voted to approve the previously announced merger of NTI and a subsidiary of |
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| June 23, 2016 |
S-8 1 d209061ds8.htm S-8 As filed with the Securities and Exchange Commission on June 23, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Western Refining, Inc. (Exact name of registrant as specified in its charter) Delaware 20-3472415 (State or other jurisdiction of incorporation or |
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| June 23, 2016 |
2016 PHANTOM STOCK AWARD AGREEMENT EX-4.4 Exhibit 4.4 2016 PHANTOM STOCK AWARD AGREEMENT This 2016 Phantom Stock Award (the Award) is made as of the day of , 2016 (the Grant Date) between Western Refining, Inc., a Delaware corporation (the Company) and (Participant) under the Northern Tier Energy LP (NTI) Amended and Restated 2012 Long Term Incentive Plan (the Plan). On December 21, 2015, the Company, Western Acquisitio |
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| June 23, 2016 |
2016 PERFORMANCE CASH AWARD AGREEMENT EX-4.5 4 d209061dex45.htm EX-4.5 Exhibit 4.5 2016 PERFORMANCE CASH AWARD AGREEMENT This 2016 Performance Cash Award (the “Award”) is made as of the day of , 2016 (the “Grant Date”), between Western Refining, Inc., a Delaware corporation (the “Company”) and (“Participant”) under the Northern Tier Energy LP (“NTI”) Amended and Restated 2012 Long Term Incentive Plan (the “Plan”). On December 21, 2015 |
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| June 23, 2016 |
AMENDED AND RESTATED NORTHERN TIER ENERGY LP 2012 LONG TERM INCENTIVE PLAN EX-4.3 Exhibit 4.3 Final AMENDED AND RESTATED NORTHERN TIER ENERGY LP 2012 LONG TERM INCENTIVE PLAN Section 1. Purpose and History of the Plan. The Amended and Restated Northern Tier Energy LP 2012 Long Term Incentive Plan (the ?Plan?) was originally adopted by Northern Tier Energy LP, a Delaware limited partnership (the ?Partnership?) acting through its general partner, Northern Tier Energy GP LL |
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| June 22, 2016 |
Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results EX-99.1 Exhibit 99.1 Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results EL PASO, TEXAS ? June 22, 2016 ? Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (NYSE: NTI) today announced the preliminary results of the elections made by NTI common unitholders regarding their preference as to the form of merger consideration to be received in WNR?s |
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| June 22, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 d378027d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of |
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| June 22, 2016 |
Western Refining FORM 8-K (Prospectus) 425 1 d378027d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of |
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| June 22, 2016 |
Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results EX-99.1 2 d378027dex991.htm EX-99.1 Exhibit 99.1 Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results EL PASO, TEXAS – June 22, 2016 – Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (NYSE: NTI) today announced the preliminary results of the elections made by NTI common unitholders regarding their preference as to the form of merger considera |
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| June 20, 2016 |
Submission of Matters to a Vote of Security Holders 8-K 1 a06172016wnr8-kannualshare.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of inco |
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| June 20, 2016 |
WESTERN REFINING TO PARTICIPATE IN THE 2016 WELLS FARGO WEST COAST ENERGY CONFERENCE EX-99.1 2 d212764dex991.htm EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN THE 2016 WELLS FARGO WEST COAST ENERGY CONFERENCE EL PASO, Texas – June 20, 2016 – Western Refining, Inc. (NYSE:WNR) today announced that Company management will participat |
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| June 20, 2016 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Comm |
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| June 20, 2016 |
EX-99.2 2016 Wells Fargo West Coast Energy Conference June 21, 2016 Exhibit 99.2 2 Cautionary Statements This presentation includes forward-looking statements by Western Refining, Inc. (Western or WNR) which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995. The forward-looking statements reflect Westerns current expectations regarding fu |
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| June 20, 2016 |
Western Refining FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Comm |
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| June 20, 2016 |
WESTERN REFINING TO PARTICIPATE IN THE 2016 WELLS FARGO WEST COAST ENERGY CONFERENCE EX-99.1 2 d212764dex991.htm EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN THE 2016 WELLS FARGO WEST COAST ENERGY CONFERENCE EL PASO, Texas – June 20, 2016 – Western Refining, Inc. (NYSE:WNR) today announced that Company management will participat |
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| June 20, 2016 |
EX-99.2 2016 Wells Fargo West Coast Energy Conference June 21, 2016 Exhibit 99.2 2 Cautionary Statements This presentation includes ?forward-looking statements? by Western Refining, Inc. (?Western? or ?WNR?) which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995. The forward-looking statements reflect Western?s current expectations regarding fu |
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| June 8, 2016 |
Western Refining FILED PURSUANT TO RULE 425 (Prospectus) Bank of America Merrill Lynch 2016 Energy Credit Conference June 8, 2016 Filed by Western Refining, Inc. |
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| June 7, 2016 |
Western Refining FILED PURSUANT TO RULE 425 (Prospectus) Filed Pursuant to Rule 425 RBC 2016 Global Energy and Power Executive Conference June 7, 2016 Filed by Western Refining, Inc. |
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| June 6, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32721 (Commission File |
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| June 6, 2016 |
WESTERN REFINING TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES EL PASO, Texas - June 6, 2016 - Western Refining, Inc. (NYSE:WNR) today announced that Company management will participate in the RBC Capital Market |
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| June 3, 2016 |
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT EXHIBIT 10.1 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this ?Second Amendment?) is dated as of May 27, 2016, among WESTERN REFINING, INC., a Delaware corporation (the ?Borrower?), the other Persons party hereto as Guarantors, the Lenders signatory hereto and BANK OF AMERICA, N.A., as adm |
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| June 3, 2016 |
AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT EX-10.2 3 dp66272ex1002.htm EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION VERSION AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT, dated as of May 27, 2016 (this “Amendment”), is entered into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacit |
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| June 3, 2016 |
8-K 1 dp662728k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of i |
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| June 3, 2016 |
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT EX-10.1 2 dp66272ex1001.htm EXHIBIT 10.1 EXHIBIT 10.1 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Second Amendment”) is dated as of May 27, 2016, among WESTERN REFINING, INC., a Delaware corporation (the “Borrower”), the other Persons party hereto as Guarantors, the Lenders signatory |
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| June 3, 2016 |
AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT EX-10.2 3 dp66272ex1002.htm EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION VERSION AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT, dated as of May 27, 2016 (this “Amendment”), is entered into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacit |
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| June 3, 2016 |
Western Refining FORM 8-K (Prospectus) 425 1 dp662728k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of i |
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| June 2, 2016 |
8-K 1 d186978d8k.htm FORM 8-K/425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction |
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| June 2, 2016 |
Western Refining FORM 8-K/425 (Prospectus) 425 1 d186978d8k.htm FORM 8-K/425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction |
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| May 31, 2016 |
Western Refining 425 (Prospectus) Filed by Western Refining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Northern Tier Energy LP Form S-4 File Number: 333-209031 Western Refining Announces Successful Syndication of $500 Million Term Loan B-2 Proceeds will be used to partially fund acquisition of Northern Tier Energy LP E |
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| May 31, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WESTERN REFINING, INC. (Exact name of the registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-32721 (Commission File Number) 20-3472415 (IRS Employer Identification No.) 123 West Mills Avenue, Suite 200 El Paso, Texas 79901 (A |
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| May 24, 2016 |
WNR / Western Refining, Inc. / Foster Paul L - FORM SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| May 24, 2016 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| May 23, 2016 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Commi |
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| May 23, 2016 |
WESTERN REFINING ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Jeffrey S. Beyersdorfer (602) 286-1530 Media Contact: Gary Hanson (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT EL PASO, Texas ? May 23, 2016 ? Western Refining, Inc. (NYSE:WNR) today announced that its Registration Statement on Form S-4, filed in connection with the previously a |
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| May 23, 2016 |
Western Refining FORM 8-K (Prospectus) 425 1 d191246d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of |
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| May 23, 2016 |
WESTERN REFINING ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Jeffrey S. Beyersdorfer (602) 286-1530 Media Contact: Gary Hanson (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT EL PASO, Texas ? May 23, 2016 ? Western Refining, Inc. (NYSE:WNR) today announced that its Registration Statement on Form S-4, filed in connection with the previously a |
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| May 23, 2016 |
MERGER PROPOSALYOUR VOTE IS VERY IMPORTANT 424B3 1 d121281d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-209031 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT On December 21, 2015, Western Refining, Inc. (“WNR”), Western Acquisition Co, LLC (“MergerCo”), an indirect wholly-owned subsidiary of WNR, Northern Tier Energy LP (“NTI”) and Northern Tier Energy GP LLC (“NTI GP”), an indirect wholly-owned subs |
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| May 19, 2016 |
WESTERN REFINING ANNOUNCES PROPOSED NEW SENIOR SECURED TERM LOAN EX-99.1 2 a05172016wnrex991renewseni.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING ANNOUNCES PROPOSED NEW SENIOR SECURED TERM LOAN EL PASO, Texas - May 17, 2016 - Western Refining, Inc. (NYSE:WNR) today announced that it has launched |
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| May 19, 2016 |
8-K 1 a05172016wnrnewseniorsecur.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incor |
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| May 19, 2016 |
CORRESP 1 filename1.htm May 19, 2016 Via EDGAR and E-mail United States Securities and Exchange Commission Division of Corporation Finance Office of Natural Resources 100 F Street, NE Washington, D.C. 20549-7010 Attn: Jerard Gibson Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-4 (File No. 333-209031) of Western Refining, Inc., a Delaware corporation (the “Compan |
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| May 12, 2016 |
NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13E-3 (AMENDMENT NO. 3) SC 13E3/A 1 d155613dsc13e3a.htm SC 13E-3 (AMENDMENT NO. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) NORTHERN TIER ENERGY LP (Name of the Issuer) WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC (Name of Person(s |
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| May 12, 2016 |
CONSENT OF EVERCORE GROUP L.L.C. EX-99.1 5 d121281dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF EVERCORE GROUP L.L.C. May 11, 2016 Mr. Rocky Duckworth Chairman of the Conflicts Committee of the Board of Directors Of Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP 1250 W. Washington Street, Suite 300 Tempe, Arizona 85281 We hereby consent to (i) the inclusion of our opinion letter, dated December 21, 2015, |
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| May 12, 2016 |
As filed with the Securities and Exchange Commission on May 11, 2016 Amendment No. 3 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on May 11, 2016 Registration No. 333-209031 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 2911 20-347241 |
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| May 12, 2016 |
EX-99.2 6 d121281dex992.htm EX-99.2 Exhibit 99.2 NORTHERN TIER ENERGY LP 1250 W. WASHINGTON ST, SUITE 300 TEMPE, ARIZONA 85281 VOTE BY INTERNET – www. .com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M., Eastern Time, on June 22, 2016. Have your proxy card in hand when you access the web site and follow the instructions to obtai |
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| May 11, 2016 |
Western Refining 425 (Prospectus) 425 Citi 2016 Global Energy & Utilities Conference May 11, 2016 On May 11, 2016, Western Refining, Inc. |
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| May 10, 2016 |
WESTERN REFINING TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES EL PASO, Texas - May 10, 2016 - Western Refining, Inc. (NYSE:WNR) today announced that Company management will participate in the Citi 2016 Global Energy & |
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| May 10, 2016 |
Western Refining FORM 8-K (Current Report/Significant Event) SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32721 (Commission F |
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| May 5, 2016 |
WNR / Western Refining, Inc. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32721 WESTERN REFINING, IN |
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| May 3, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2016 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Commission File |
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| May 3, 2016 |
WESTERN REFINING ANNOUNCES FIRST QUARTER 2016 RESULTS EX-99.1 2 earningsrelease-wnrx33116.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary W. Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING ANNOUNCES FIRST QUARTER 2016 RESULTS EL PASO, Texas - May 3, 2016 - Western Refining, Inc. (NYSE: WNR) today reported results for its first quarter |
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| May 3, 2016 |
earningscallwnr331167 Q1 2016 Earnings Review May 3, 2016 2 Cautionary Statement on Forward-Looking Statements This presentation contains forward-looking statements which are protected by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. |
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| April 22, 2016 |
DEFA14A 1 wnrdefa14a-123115.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a |
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| April 22, 2016 |
DEF 14A 1 definitiveproxystatement-2.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commissio |
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| April 19, 2016 |
CONSENT OF EVERCORE GROUP L.L.C. EX-99.1 6 d121281dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF EVERCORE GROUP L.L.C. April 19, 2016 Mr. Rocky Duckworth Chairman of the Conflicts Committee of the Board of Directors Of Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP 1250 W. Washington Street, Suite 300 Tempe, Arizona 85281 We hereby consent to (i) the inclusion of our opinion letter, dated December 21, 201 |
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| April 19, 2016 |
April 19, 2016 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Natural Resources 100 F Street, NE Washington, DC 20549 Attn: Jerard Gibson Re: Western Refining, Inc. |
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| April 19, 2016 |
As filed with the Securities and Exchange Commission on April 19, 2016 Amendment No. 2 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on April 19, 2016 Registration No. 333-209031 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 2911 20-3472 |
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| April 19, 2016 |
NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13E-3 (AMENDMENT NO. 2) SC 13E3/A 1 d155613dsc13e3a.htm SC 13E-3 (AMENDMENT NO. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) NORTHERN TIER ENERGY LP (Name of the Issuer) WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC (Name of Person(s |
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| April 19, 2016 |
EX-99.2 7 d121281dex992.htm EX-99.2 Exhibit 99.2 NORTHERN TIER ENERGY LP 1250 W. WASHINGTON ST, SUITE 300 TEMPE, ARIZONA 85281 VOTE BY INTERNET – www. .com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M., Eastern Time, on June 22, 2016. Have your proxy card in hand when you access the web site and follow the instructions to obtai |
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| April 8, 2016 |
8-K 1 form8-kxwnrq22016dividend.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incor |
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| April 8, 2016 |
WESTERN REFINING DECLARES SECOND QUARTER 2016 DIVIDEND OF $0.38 PER SHARE Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING DECLARES SECOND QUARTER 2016 DIVIDEND OF $0.38 PER SHARE EL PASO, Texas - April 8, 2016 - Western Refining, Inc. (NYSE:WNR) today announced its Board of Directors approved a $0.38 per share divide |
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| March 30, 2016 |
Western Refining, Inc. AMENDED AND RESTATED BYLAWS (as of March 24, 2016) ARTICLE 1. Exhibit EXHIBIT 3.1 Western Refining, Inc. AMENDED AND RESTATED BYLAWS (as of March 24, 2016) ARTICLE 1. OFFICES SECTION 1. Registered Office . The registered office of Western Refining, Inc. (the ? Company ?) in the State of Delaware is located at the offices of The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. SECTION 2. Principal Office . |
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| March 30, 2016 |
8-K 1 a03242016wnrform8-kamendme.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of inc |
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| March 21, 2016 |
WESTERN REFINING TO PARTICIPATE IN THE SCOTIA HOWARD WEIL 2016 ENERGY CONFERENCE Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN THE SCOTIA HOWARD WEIL 2016 ENERGY CONFERENCE EL PASO, Texas - March 21, 2016 - Western Refining, Inc. (NYSE:WNR) today announced that Company management will participate in the |
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| March 21, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32721 (Commission File Number) |
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| March 18, 2016 |
NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13E-3 (AMENDMENT NO. 1) SC 13E-3 (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) NORTHERN TIER ENERGY LP (Name of the Issuer) WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC (Name of Person(s) Filing Statement) Common Units |
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| March 18, 2016 |
EX-99.2 7 d121281dex992.htm EX-99.2 Exhibit 99.2 NORTHERN TIER ENERGY LP 1250 W. WASHINGTON ST, SUITE 300 TEMPE, ARIZONA 85281 VOTE BY INTERNET – www. .com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M., Eastern Time, on [the date before the NTI Special Meeting date]. Have your proxy card in hand when you access the web site and |
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| March 18, 2016 |
As filed with the Securities and Exchange Commission on March 18, 2016 S-4/A 1 d121281ds4a.htm AMENDMENT NO. 1 TO FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on March 18, 2016 Registration No. 333-209031 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN REFINING, INC. (Exact name of registrant as specified in its charte |
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| March 18, 2016 |
CONSENT OF EVERCORE GROUP L.L.C. EX-99.1 6 d121281dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF EVERCORE GROUP L.L.C. March 17, 2016 Mr. Rocky Duckworth Chairman of the Conflicts Committee of the Board of Directors Of Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP 1250 W. Washington Street, Suite 300 Tempe, Arizona 85281 We hereby consent to (i) the inclusion of our opinion letter, dated December 21, 201 |
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| March 18, 2016 |
Response Letter March 18, 2016 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Natural Resources 100 F Street, NE Washington, DC 20549 Attn: Loan Lauren P. |
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| March 14, 2016 |
Western Refining FILED PURSUANT TO RULE 425 (Prospectus) 425 1 d161895d425.htm FILED PURSUANT TO RULE 425 Cowen Permian Tour March 14, 2016 Filed by Western Refining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Northern Tier Energy LP Form S-4 File No.: 333-209031 On March 14, 2016, Western Refining, Inc. made available on its website the f |
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| March 12, 2016 |
Western Refining FORM 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32721 (Commission File Num |
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| March 12, 2016 |
WESTERN REFINING TO PARTICIPATE IN THE 2016 COWEN AND COMPANY PERMIAN BASIN OILFIELD TOUR Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN THE 2016 COWEN AND COMPANY PERMIAN BASIN OILFIELD TOUR EL PASO, Texas - March 14, 2016 - Western Refining, Inc. (NYSE:WNR) today announced that Company management will participat |
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| March 3, 2016 |
Western Refining 425 (Prospectus) 425 Simmons & Company 16 th Annual Energy Conference March 3, 2016 Filed by Western Refining, Inc. |
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| March 2, 2016 |
WESTERN REFINING TO PARTICIPATE IN THE SIMMONS & COMPANY 16th ANNUAL ENERGY CONFERENCE Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN THE SIMMONS & COMPANY 16 th ANNUAL ENERGY CONFERENCE EL PASO, Texas - March 2, 2016 - Western Refining, Inc. (NYSE:WNR) today announced that Company management will participate i |
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| March 2, 2016 |
8-K 1 a03022016wnr8-ksimmonsconf.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of inco |
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| February 29, 2016 |
Exhibit Exhibit 12.1 Computation of Earnings to Fixed Charges Year Ended December 31, 2015 2014 2013 2012 2011 (In thousands) Income before income taxes $ 838,386 $ 1,002,676 $ 453,479 $ 617,087 $ 202,528 Add: Interest expense and other financing costs 105,603 97,062 74,581 88,209 143,527 Amortization of capitalized interest 1,911 1,590 1,580 1,479 1,231 Interest component of rental expense 19,941 |
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| February 29, 2016 |
Exhibit 21.1 SUBSIDIARIES OF WESTERN REFINING, INC. Name of Subsidiary State of Incorporation or Organization Ascarate Group LLC Delaware Ciniza Production Company New Mexico Dial Oil Co., LLC New Mexico Empire Oil Co. California Giant Four Corners, LLC Delaware Giant Industries, Inc. Delaware Giant Stop-N-Go of New Mexico, LLC New Mexico Minnesota Pipe Line Company, LLC* Delaware MPL Investments, |
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| February 26, 2016 |
Western Refining 10-K (Annual Report) 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 25, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2016 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Commissio |
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| February 25, 2016 |
FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary W. Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING REPORTS FOURTH QUARTER AND FULL YEAR 2015 RESULTS • Record year for refining throughput, retail fuel volumes, and merchandise sales • Expanded logistics assets in Delaware Basin and Four Corners, resul |
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| February 25, 2016 |
EX-99.2 3 earningscall-wnrx123115.htm EXHIBIT 99.2 Q4 2015 Earnings Review February 25, 2016 2 Cautionary Statement on Forward-Looking Statements This presentation contains forward-looking statements which are protected by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements reflect Western Refining, Inc.’s (“Western,” “Western Refining |
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| February 16, 2016 |
EX-99.1 2 v430828ex-1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Anne Dinning, Julius Gaudio, John Liftin, Maximilian Stone, Nathan Thomas, and Eric Wepsic, acting individually, as my agent and atto |
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| February 16, 2016 |
EX-99.2 3 v430828ex-2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Anne Dinning, Julius Gaudio, John Liftin, Maximilian Stone, Nathan Thomas, and Eric Wepsic, acting individually, as my agent and atto |
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| February 16, 2016 |
EX-99.3 4 v430828ex-3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common sto |
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| February 16, 2016 |
WNR / Western Refining, Inc. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 4) Under the Securities Exchange Act of 1934 Western Refining, Inc. (Name of Issuer) Common stock, par value $0.01 (Title of Class of Securities) 959319104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the S |
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| February 11, 2016 |
WNR / Western Refining, Inc. / VANGUARD GROUP INC Passive Investment SC 13G 1 westernrefininginc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Western Refining Inc Title of Class of Securities: Common Stock CUSIP Number: 959319104 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant |
