Subsequent Events (Notes) | 9 Months Ended |
Sep. 30, 2013 |
Subsequent Event [Line Items] | ' |
Subsequent Events [Text Block] | ' |
Subsequent Events |
Initial Public Offering and Contribution of Assets |
WNRL initially filed a registration statement on Form S-1 with respect to the Offering on July 25, 2013 and the SEC declared the registration statement effective on October 9, 2013. On October 10, 2013, WNRL's common units began trading on the New York Stock Exchange under the symbol "WNRL." On October 16, 2013, WNRL completed its initial public offering (the "Offering") of 15,812,500 common units, including 2,062,500 common unit over-allotment option that was fully exercised by the underwriters, to the public at a price of $22.00 per unit. |
On October 16, 2013, Western conveyed the initial assets at historical cost (the "Contributed Assets") to WNRL, consisting of: |
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• | Pipeline and gathering assets consisting of crude oil pipelines and gathering systems located in or near the Delaware Basin in the Permian Basin area of West Texas and southern New Mexico and in the Four Corners area of northwestern New Mexico. These assets serve as a source of crude oil supply to Western’s El Paso, Texas and Gallup, New Mexico refineries (Western’s “El Paso Refinery” and “Gallup Refinery,” respectively). |
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• | Terminalling, transportation, and storage assets consisting of terminals and storage assets located on site at each of Western’s El Paso and Gallup Refineries and stand-alone refined products terminals located in Bloomfield and Albuquerque, New Mexico. These assets primarily receive, store, and distribute crude oil, feedstock and refined products produced for Western’s refineries. We also provide fee-based asphalt terminalling and processing services at an asphalt plant and terminal in El Paso and asphalt terminalling services at three stand-alone asphalt terminals located in Albuquerque, New Mexico and Phoenix and Tucson, Arizona. |
Western retained certain assets that are related to the Predecessor’s operations. These assets include Western’s NGL storage facility in Jal, New Mexico and certain inactive portions of the TexNew Mex 16” Pipeline extending from our crude oil station in Star Lake, New Mexico in the Four Corners area to near Maljamar, New Mexico in the Delaware Basin. The estimated historical net book value of these assets included in the Predecessor's Condensed Combined Balance Sheet at September 30, 2013 was $27.0 million. |
In exchange for the Contributed Assets, Western received: |
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• | 6,998,500 common units and 22,811,000 subordinated units, representing an aggregate 65.3% limited partner interest in WNRL; |
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• | all WNRL's incentive distribution rights; and |
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• | an aggregate cash distribution of $244.9 million to certain of Western's wholly-owned subsidiaries. |
WNRL received net proceeds of $325.3 million from the sale of the common units to the public, after deducting underwriting discounts and commissions and structuring fees of $22.6 million. WNRL retained $75.0 million of the proceeds for general partnership purposes after the cash distribution to Western and estimated other offering costs of $2.8 million. |
Revolving Credit Facility |
On October 16, 2013, WNRL entered into a $300.0 million senior secured revolving credit agreement ("Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders. We have the ability to increase the total commitment of the revolving credit facility by up to $200.0 million for a total facility size of up to $500.0 million, subject to receiving increased commitments from lenders or other financial institutions and satisfaction of certain conditions. The Credit Agreement includes a $25.0 million sublimit for standby letters of credit and a $10.0 million sublimit for swing line loans. Obligations under the Credit Agreement and certain cash management and hedging obligations are guaranteed by all of our subsidiaries and, with certain exceptions, will be guaranteed by any subsidiaries formed or acquired after the closing of the Offering, and are secured by a first priority lien on substantially all of our material assets. The revolving credit facility will mature on October 16, 2018. Borrowings under the revolving credit facility will bear interest at either a base rate plus an applicable margin ranging from 0.75% to 1.75%, or at LIBOR plus an applicable margin ranging from 1.75% to 2.75%. The applicable margin will vary based upon our Consolidated Total Leverage Ratio, as defined in the Credit Agreement. |
The Credit Agreement contains affirmative and negative covenants customary for revolving credit facilities of this nature that, among other things, limit or restrict our ability to incur or guarantee debt, grant liens on our assets, make investments, make cash distributions, redeem or repurchase units, amend material contracts, engage in business activities (other than our business as described herein), engage in mergers, consolidations and other organizational changes, sell, transfer or otherwise dispose of assets or enter into burdensome agreements or enter into transactions with affiliates on terms that are not arm’s length. Additionally, we are required to maintain certain financial ratios, each tested on a quarterly basis for the immediately preceding four quarter period then ended. |
The Credit Agreement contains events of default customary for revolving credit facilities of this nature, including, but not limited to (and subject to grace periods in certain circumstances), the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant contained in the Credit Agreement or related documentation, any representation or warranty made in the Credit Agreement or related documentation being untrue in any material respect when made, default under certain material debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in our ownership or the ownership or board composition of our general partner, and material judgments or orders. Upon the occurrence and during the continuation of an event of default under the Credit Agreement, the lenders may, among other things, terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise remedies against us and the collateral as may be available to the lenders under the Credit Agreement and related documentation or applicable law. |
Agreements with Western |
The agreements described below became effective on October 16, 2013, concurrent with the closing of the Offering. |
Commercial Agreements |
We derive substantially all of our revenues from two 10-year, fee-based agreements with Western supported by minimum volume commitments and annual inflation adjustments that we and Western may renew for two additional five-year periods upon mutual agreement. Western has committed to provide us with minimum fees based on minimum monthly throughput volumes of crude oil and refined and other products and reserved storage capacity. |
Pipeline and Gathering Services Agreement |
We entered into a pipeline and gathering services agreement with Western under which we agreed to transport crude oil on our Permian Basin system to Western’s El Paso Refinery and on our Four Corners system to Western’s Gallup Refinery. We charge Western fees for pipeline movements, truck offloading and product storage. |
Terminalling, Transportation, and Storage Services Agreement |
We entered into a terminalling, transportation and storage services agreement with Western under which we have agreed to, among other things, distribute products produced at Western’s refineries, connect Western’s refineries to third-party pipelines and systems and provide fee-based asphalt terminalling and processing services. At our network of crude oil and refined products terminals and related assets and storage facilities, we charge Western fees for crude oil, blendstock and refined product storage, shipments into and out of storage, and additive and blending services. At our asphalt plant and terminal in El Paso and our three stand-alone asphalt terminals, we charge Western fees for asphalt storage, shipments into and out of asphalt storage and asphalt processing and blending. |
Western’s obligations under these commercial agreements will not terminate if Western no longer controls our general partner. Our commercial agreements include provisions that permit Western to suspend, reduce or terminate its obligations under the applicable agreement if certain events occur. These events include Western deciding to permanently or indefinitely suspend refining operations at one or both of its refineries, as well as our being subject to certain force majeure events that would prevent us from performing required services under the applicable agreement. |
Omnibus Agreement |
We entered into an omnibus agreement with Western, certain of its subsidiaries and our general partner. The omnibus agreement addresses the following items: |
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• | our obligation to reimburse Western for the provision by Western of certain general and administrative services (which reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement and services agreement), as well as certain other direct or allocated costs and expenses incurred by Western on our behalf; |
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• | our rights of first offer to acquire certain logistics assets from Western; |
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• | an indemnity by Western for certain environmental and other liabilities, and our obligation to indemnify Western for events and conditions associated with the operation of our assets that occur after closing of the Offering and for environmental liabilities related to our assets to the extent Western is not required to indemnify us; |
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• | Western’s transfer of certain environmental permits related to our assets to us and our use of such permits prior to the transfer thereof; and |
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• | the granting of a license from Western to us with respect to use of certain Western trademarks and our granting of a license to Western with respect to use of certain of our trademarks. |
The omnibus agreement generally terminates in the event of a change of control of us or our general partner. |
Services Agreement |
We entered into a services agreement with Western under which we reimburse Western for its provision to us of certain personnel to provide operational services to us and under our supervision in support of our pipelines and gathering assets and terminalling and storage facilities, including routine and emergency maintenance and repair services, routine operational activities, routine administrative services, construction and related services, and such other services as we and Western may mutually agree upon from time to time. Western will prepare a maintenance, operating and capital budget on an annual basis subject to our approval. Western will submit actual expenditures for reimbursement on a monthly basis and we will reimburse Western for any direct costs actually incurred by Western in providing these services. |
We may terminate any of the services provided by the personnel provided by Western upon 30 days’ prior written notice. Either party may terminate this agreement upon prior written notice if the other party is in material default under the agreement and such party fails to cure the material default within 20 business days. The services agreement has an initial term of ten years and may be renewed by two additional five-year terms upon our agreement with Western evidenced in writing prior to the end of the initial term of ten years or the first renewal term of five years. If a force majeure event prevents a party from carrying out its obligations (other than to make payments due) under the agreement, such obligations, to the extent affected by force majeure, will be suspended during the continuation of the force majeure event. These force majeure events include acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of courts or governmental authorities, explosions, terrorist acts, accidental disruption of service, breakage, breakdown of machinery, storage tanks or lines of pipe and inability to obtain or unavoidable delays in obtaining material or equipment and any other circumstances not reasonably within the control of the party claiming suspension and which by the exercise of due diligence such party is unable to prevent or overcome. |