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 14, 2017
ANDEAVOR LOGISTICS LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-35143 | 27-4151603 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
19100 Ridgewood Pkwy San Antonio, Texas |  | 78259-1828 |
| (Address of principal executive offices) | (Zip Code) | |
(210) 626-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events | |
On October 30, 2017 (the “Closing Date”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 13, 2017, by and among Andeavor Logistics LP, a Delaware limited partnership (the “Partnership”), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“TLLP GP”), Western Refining Logistics, LP, a Delaware limited partnership (“WNRL”), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of WNRL (“WNRL GP”), WNRL Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Partnership (“LP Merger Sub”), and WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Partnership (“GP Merger Sub”), (1) LP Merger Sub merged with and into WNRL (the “Merger”), with WNRL surviving such Merger as a wholly-owned subsidiary of the Partnership, and (2) GP Merger Sub merged with and into WNRL GP (the “GP Merger”), with WNRL GP surviving as a wholly-owned subsidiary of the Partnership.
This transaction was a transfer between entities under common control. Accordingly, the Partnership's combined consolidated financial statements and notes have been retrospectively adjusted to include the financial results of the Merger and GP Merger for all periods presented to June 1, 2017, the point that common control was established.
Included herein as Exhibit 99.1 are the unaudited condensed combined consolidated financial statements of the Partnership as of September 30, 2017 and December 31, 2016 and for the nine months ended September 30, 2017 and 2016. These supplemental unaudited condensed combined consolidated financial statements give retrospective effect to the Merger and GP Merger and updates the Partnership's previous financial statements filed November 9, 2017.
| Item 9.01 | Financial Statements and Exhibits | |
| (d) | Exhibits. | ||
| 99.1 | Supplemental unaudited Condensed Combined Consolidated Financial Statements of Andeavor Logistics LP. | ||
| 101.INS | XBRL Instance Document. | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 14, 2017
| ANDEAVOR LOGISTICS LP | ||
| By: | Tesoro Logistics GP, LLC Its general partner | |
| By: | /s/ BLANE W. PEERY | |
Blane W. Peery Vice President and Controller | ||
INDEX TO EXHIBIT
| Exhibit Number | Description |
| *99.1 | |
| *101.INS | XBRL Instance Document. |
| *101.SCH | XBRL Taxonomy Extension Schema Document. |
| *101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. |
| *101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
| *101.LAB | XBRL Taxonomy Extension Label Linkbase Document. |
| *101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
* Submitted electronically herewith