WNRL / Western Refining Logistics, LP - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

WNRL / Western Refining Logistics, LP / MTP Energy Master Fund Ltd - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* WESTERN REFINING LOGISTICS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q205 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

WNRL / Western Refining Logistics, LP / MTP Energy Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* WESTERN REFINING LOGISTICS, LP. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q205 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee 3.500% Senior Notes due 2022 $500,000,000 $62,250(1) 4.250% Senior Notes due 2027 $750,000,000 $93

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-221549 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee 3.500% Senior Notes due 2022 $500,000,000 $62,250(1) 4.250% Senior Notes due 2027 $750,000,000 $93,375(1) 5.200% Senior Notes due 2047 $500,000,000 $62,250(1) Subs

SUBJECT TO COMPLETION, DATED November 16, 2017

424B3 1 d483472d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) File No. 333-221549 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any jurisdiction where the o

WNRL / Western Refining Logistics, LP 15-15D

15-15D 1 wnrlcommonunits.htm 15-15D 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 001-36114 Western Refining Logistics, LP

Joint Filing Agreement

EX-99.L Exhibit L Joint Filing Agreement The undersigned parties hereby agree to the joint filing of the Statement on Schedule 13D filed herewith, and any amendments hereto, relating to the Common Units of Western Refining Logistics, LP, with the Securities and Exchange Commission pursuant to Rule 13d-1(k). Dated: November 1, 2017 ANDEAVOR LOGISTICS LP By: /s/ Blane W. Peery Blane W. Peery Vice Pr

WNRL / Western Refining Logistics, LP / TESORO CORP /NEW/ - SCHEDULE 13D AMENDMENT NO. 4 Activist Investment

Schedule 13D Amendment No. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 4) Western Refining Logistics, LP (Name of Issuer) Common Units (Title of Class of Securities) 95931Q 205 (CUSIP Number) Francis J. Aquila Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 (212) 558-4000 (Na

Western Refining Logistics POS AM

POS AM As filed with the Securities and Exchange Commission on October 30, 2017 Registration No.

Western Refining Logistics S-8 POS

S-8 POS 1 d472929ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 30, 2017 Registration No. 333-191676 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Western Refining Logistics, LP (Exact Name of Registrant as Specified in Its Charter) Delaware 46-3205923

Andeavor Logistics Completes Acquisition of Western Refining Logistics and IDR

EX-99.1 3 d482105dex991.htm EX 99.1 Exhibit 99.1 Andeavor Logistics Completes Acquisition of Western Refining Logistics and IDR Buy-In SAN ANTONIO, TEXAS – October 30, 2017 – Andeavor Logistics LP (NYSE: ANDX) and Andeavor (NYSE: ANDV) today announced that Andeavor Logistics has completed its acquisition of Western Refining Logistics, LP (NYSE: WNRL) in a unit-for-unit transaction and assumption o

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, 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): October 31, 2017 (October 30, 2017) WESTERN REFINING LOGISTICS, LP (Exact Name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or Other Jurisd

Third Amended and Restated Limited Partnership Agreement of Western Refining Logistics, LP, dated October 30, 2017.

EX 3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP This Third Amended and Restated Agreement of Limited Partnership (as it may be amended, supplemented or restated from time to time, this ?Agreement?) of Western Refining Logistics, LP (the ?Partnership?), dated as of October 30, 2017, is entered into by and between Western Refining Logi

Submission of Matters to a Vote of Security Holders

8-K 1 d478600d8k.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): October 27, 2017 WESTERN REFINING LOGISTICS, LP (Exact Name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or Other Juri

Tesoro Logistics 425 (Prospectus)

Document Filed by Andeavor Logistics, LP (Commission File No. 001-35143) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No. 001-36114) Andeavor Logistics Announces 26 th Consecutive Quarterly Distribution Increase SAN ANTONIO, TX - October 18, 2017 - Andeavor Logistics LP (NYSE: ANDX) today announced the declaratio

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) : September 28, 2017 WESTERN REFINING LOGISTICS , LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incor

Andeavor Logistics Announces Closing Date for Western Refining Logistics Acquisition, IDR Buy-In and Unitholder Consent Deadline

EX-99.1 2 exhibit991wnrlclosingdatep.htm PRESS RELEASE Exhibit 99.1 Andeavor Logistics Announces Closing Date for Western Refining Logistics Acquisition, IDR Buy-In and Unitholder Consent Deadline SAN ANTONIO, TEXAS - September 28, 2017 - Andeavor Logistics LP (NYSE: ANDX) and Western Refining Logistics, LP (NYSE: WNRL) today announced that the board of directors of WNRL’s general partner has set

Andeavor Logistics Announces Closing Date for Western Refining Logistics Acquisition, IDR Buy-In and Unitholder Consent Deadline

Exhibit Exhibit 99.1 Andeavor Logistics Announces Closing Date for Western Refining Logistics Acquisition, IDR Buy-In and Unitholder Consent Deadline SAN ANTONIO, TEXAS - September 28, 2017 - Andeavor Logistics LP (NYSE: ANDX) and Western Refining Logistics, LP (NYSE: WNRL) today announced that the board of directors of WNRL?s general partner has set September 28, 2017 as the record date for deter

Western Refining Logistics 8-K (Prospectus)

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 28, 2017 WESTERN REFINING LOGISTICS , LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incor

Tesoro Logistics 8-K (Prospectus)

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 28, 2017 ANDEAVOR LOGISTICS LP (Exact name of registrant as specified in its charter) Delaware 001-35143 27-4151603 (State or other jurisdiction of incorporation)

Andeavor Logistics Announces Closing Date for Western Refining Logistics Acquisition, IDR Buy-In and Unitholder Consent Deadline

Exhibit Exhibit 99.1 Andeavor Logistics Announces Closing Date for Western Refining Logistics Acquisition, IDR Buy-In and Unitholder Consent Deadline SAN ANTONIO, TEXAS - September 28, 2017 - Andeavor Logistics LP (NYSE: ANDX) and Western Refining Logistics, LP (NYSE: WNRL) today announced that the board of directors of WNRL?s general partner has set September 28, 2017 as the record date for deter

Andeavor 8-K (Prospectus)

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 28, 2017 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File

Andeavor Logistics Announces Closing Date for Western Refining Logistics Acquisition, IDR Buy-In and Unitholder Consent Deadline

Exhibit Exhibit 99.1 Andeavor Logistics Announces Closing Date for Western Refining Logistics Acquisition, IDR Buy-In and Unitholder Consent Deadline SAN ANTONIO, TEXAS - September 28, 2017 - Andeavor Logistics LP (NYSE: ANDX) and Western Refining Logistics, LP (NYSE: WNRL) today announced that the board of directors of WNRL?s general partner has set September 28, 2017 as the record date for deter

Western Refining Logistics DEFM14A

DEFM14A 1 d426398ddefm14a.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

Tesoro Logistics 425 (Prospectus)

8-15-17 ANDX 425 MLP Merger Presentation Combined Document Filed by Andeavor Logistics LP (Commission File No.

Tesoro ANDV425ANDEAVORWEEKLY (Prospectus)

Document Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No. 001-36114) The following is an article relating to the merger between Western Refining Logistics LP and Andeavor Logistics, LP published by Andeavor in a weekly newsletter to employees on August 15, 2017. A

Tesoro Logistics ANDX425ANDEAVORWEEKLY (Prospectus)

Document Filed by Andeavor Logistics LP (Commission File No. 001-35143) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No.: 001-36114) The following is an article relating to the merger between Western Refining Logistics LP and Andeavor Logistics, LP published by Andeavor in a weekly newsletter to employees on Augu

Western Refining Logistics WNRL425ANDEAVORWEEKLY (Prospectus)

Document Filed by Western Refining Logistics, LP (Commission File No. 001-36114) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No. 001-36114) The following is an article relating to the merger between Western Refining Logistics LP and Andeavor Logistics, LP published by Andeavor in a weekly newsletter to employees

Western Refining Logistics MERGER ANNOUNCEMENT CALL (Prospectus)

425 1 a8-14x17wnrl425mergerannou.htm MERGER ANNOUNCEMENT CALL Filed by Western Refining Logistics, LP (Commission File No. 001-36114) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No. 001-36114) The following are remarks relating to the merger between Western Refining Logistics LP and Andeavor Logistics, LP presen

Tesoro Logistics MERGER ANNOUNCEMENT CALL (Prospectus)

Document Filed by Andeavor Logistics LP (Commission File No. 001-35143) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No.: 001-36114) The following are remarks relating to the merger between Western Refining Logistics LP and Andeavor Logistics, LP presented during a conference call held by Andeavor (?Andeavor?) on

Tesoro MERGER ANNOUNCEMENT CALL (Prospectus)

Document Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No. 001-36114) The following are remarks relating to the merger between Western Refining Logistics LP and Andeavor Logistics, LP presented during a conference call held by Andeavor (“Andeavor”) on August 14, 20

Agreement and Plan of Merger, dated as of August 13, 2017, by and among Andeavor Logistics, LP, Tesoro Logistics GP, LLC, Western Refining Logistics, LP, Western Refining Logistics GP, LLC, WNRL Merger Sub LLC and WNRL GP Merger Sub LLC.

Exhibit Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ANDEAVOR LOGISTICS LP, TESORO LOGISTICS GP, LLC, WESTERN REFINING LOGISTICS, LP, WESTERN REFINING LOGISTICS GP, LLC WNRL MERGER SUB LLC and WNRL GP MERGER SUB LLC Dated as of August 13, 2017 US-DOCS\87676517.23 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS 1.1. Certain Definitions 3 1.2. Other Terms 14 1.3. Ca

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-kandxmergerwnrl.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 14, 2017 (August 13, 2017) WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-32059

Western Refining Logistics 8-K (Prospectus)

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) : August 14, 2017 (August 13, 2017) WESTERN REFINING LOGISTICS , LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisd

Agreement and Plan of Merger, dated as of August 13, 2017, by and among Andeavor Logistics, LP, Tesoro Logistics GP, LLC, Western Refining Logistics, LP, Western Refining Logistics GP, LLC, WNRL Merger Sub LLC and WNRL GP Merger Sub LLC.

Exhibit Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ANDEAVOR LOGISTICS LP, TESORO LOGISTICS GP, LLC, WESTERN REFINING LOGISTICS, LP, WESTERN REFINING LOGISTICS GP, LLC WNRL MERGER SUB LLC and WNRL GP MERGER SUB LLC Dated as of August 13, 2017 US-DOCS\87676517.23 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS 1.1. Certain Definitions 3 1.2. Other Terms 14 1.3. Ca

Tesoro Logistics 8-K (Prospectus)

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) : August 14, 2017 (August 13, 2017) ANDEAVOR LOGISTICS LP (Exact name of registrant as specified in its charter) Delaware 001-35143 27-4151603 (State or other jurisdiction of

Agreement and Plan of Merger, dated as of August 13, 2017, by and among Andeavor Logistics, LP, Tesoro Logistics GP, LLC, Western Refining Logistics, LP, Western Refining Logistics GP, LLC, WNRL Merger Sub LLC and WNRL GP Merger Sub LLC.

EX-2.1 2 ex21-agreementandplanofmer.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ANDEAVOR LOGISTICS LP, TESORO LOGISTICS GP, LLC, WESTERN REFINING LOGISTICS, LP, WESTERN REFINING LOGISTICS GP, LLC WNRL MERGER SUB LLC and WNRL GP MERGER SUB LLC Dated as of August 13, 2017 US-DOCS\87676517.23 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND

Agreement and Plan of Merger, dated as of August 13, 2017, by and among Andeavor Logistics, LP, Tesoro Logistics GP, LLC, Western Refining Logistics, LP, Western Refining Logistics GP, LLC, WNRL Merger Sub LLC and WNRL GP Merger Sub LLC.

EX-2.1 2 ex21-agreementandplanofmer.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ANDEAVOR LOGISTICS LP, TESORO LOGISTICS GP, LLC, WESTERN REFINING LOGISTICS, LP, WESTERN REFINING LOGISTICS GP, LLC WNRL MERGER SUB LLC and WNRL GP MERGER SUB LLC Dated as of August 13, 2017 US-DOCS\87676517.23 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND

Tesoro 8-K (Prospectus)

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) : August 14, 2017 (August 13, 2017) ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 001-3473 95-0862768 (State or other jurisdiction of incorporation)

WNRL / Western Refining Logistics, LP / TESORO CORP /NEW/ - SC 13D AMENDMENT NO. 3 Activist Investment

SC 13D Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 3) Western Refining Logistics, LP (Name of Issuer) Common Units (Title of Class of Securities) 95931Q 205 (CUSIP Number) Francis J. Aquila Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 (212) 558-4000 (Name, Ad

Tesoro Logistics 425 (Prospectus)

Document Filed by Andeavor Logistics LP (Commission File No. 001-35143) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No.: 001-36114) The following are excerpts of remarks relating to the proposed merger between Western Refining Logistics, LP and Andeavor Logistics LP presented during a conference call held by And

Tesoro ANDX EARNINGS CALL (Prospectus)

Document Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No. 001-36114) The following are excerpts of remarks relating to the proposed merger between Western Refining Logistics, LP and Andeavor Logistics LP presented during a conference call held by Andeavor Logistic

Tesoro Logistics 425 (Prospectus)

Document Filed by Andeavor Logistics LP (Commission File No. 001-35143) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No.: 001-36114) The following are excerpts of remarks relating to the proposed merger between Western Refining Logistics, LP and Andeavor Logistics LP presented during a conference call held by And

Tesoro ANDV EARNINGS CALL (Prospectus)

425 1 a8-9x2017andv425earningsca.htm ANDV EARNINGS CALL Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No. 001-36114) The following are excerpts of remarks relating to the proposed merger between Western Refining Logistics, LP and Andeavor Logistics LP presented dur

WNRL / Western Refining Logistics, LP / TESORO CORP /NEW/ - SC 13D AMENDMENT NO. 2 Activist Investment

SC 13D Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 2) Western Refining Logistics, LP (Name of Issuer) Common Units (Title of Class of Securities) 95931Q 205 (CUSIP Number) Francis J. Aquila Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 (212) 558-4000 (Name, Ad

WNRL / Western Refining Logistics, LP 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 June 30, 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: 001-36114 WESTERN REFINING LOGI

Western Refining Logistics 425 (Prospectus)

Document Filed by Western Refining Logistics, LP 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: Western Refining Logistics, LP Commission File No.

Tesoro EARNINGS RELEASE EXCERPT (Prospectus)

Document Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No. 001-36114) The following are excerpts from a press release first disseminated by Andeavor on August 8, 2017. POTENTIAL MERGER AND IDR BUY-IN. During the quarter, Andeavor indicated it had authorized managem

Tesoro Logistics EARNINGS RELEASE EXCERPT (Prospectus)

425 1 a425andxearningsrelease.htm EARNINGS RELEASE EXCERPT Filed by Andeavor Logistics, LP (Commission File No. 001-35143) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Western Refining Logistics, LP (Commission File No. 001-36114) The following are excerpts from a press release first disseminated by Andeavor Logistics, LP on August 8, 2017. POTENTIAL MERGER AN

Western Refining Logistics 425 (Prospectus)

Document Filed by Western Refining Logistics, LP 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: Western Refining Logistics, LP Commission File No.

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): August 8, 2017 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporati

WESTERN REFINING LOGISTICS, LP REPORTS SECOND QUARTER 2017 RESULTS • Net income of $18.7 million; EBITDA of $34.8 million, up 9.5% versus Q2 2016 • Increased quarterly distribution to $0.4675 per unit; 14th consecutive increase since IPO • Distributa

EX-99.1 2 earningsrelease-wnrlx63017.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W. Hanson (602) 286-1533 (602) 286-1777 WESTERN REFINING LOGISTICS, LP REPORTS SECOND QUARTER 2017 RESULTS • Net income of $18.7 million; EBITDA of $34.8 million, up 9.5% versus Q2 2016 • Increased quarterly distribution to $0.4675 per unit; 1

Tesoro Logistics GP, LLC

EX-99.G 2 d430309dex99g.htm EX-99.G Exhibit G Tesoro Logistics GP, LLC 19100 Ridgewood Parkway San Antonio, TX 78259 210 626 4280 210 745 4494 Fax July 20, 2017 Michael Linn Chairman of the Conflicts Committee of the Board 212 N. Clark Street El Paso, Texas 79905 Dear Michael: Tesoro Logistics LP (“TLLP”) is pleased to submit this non-binding preliminary proposal to acquire Western Refining Logist

WNRL / Western Refining Logistics, LP / TESORO CORP /NEW/ - SC 13D AMENDMENT NO. 1 Activist Investment

SC 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1) Western Refining Logistics, LP (Name of Issuer) Common Units (Title of Class of Securities) 95931Q 205 (CUSIP Number) Francis J. Aquila Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 (212) 558-4000 (Name, Ad

CERTIFICATE OF LIMITED PARTNERSHIP WESTERN REFINING LOGISTICS, LP (As amended through June 19, 2017)

Exhibit CERTIFICATE OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP (As amended through June 19, 2017) This Certificate of Limited Partnership, dated July 17, 2013, has been duly executed and is filed pursuant to Sections 17-201 and 17-204 of the Delaware Revised Uniform Limited Partnership Act (the ? Act ?) to form a limited partnership (the ? Partnership ?) under the Act.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP WESTERN REFINING LOGISTICS, LP (as amended through June 19, 2017) TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 27 ARTICLE II ORGANIZATION Secti

EX-3.2 3 exhibit32-wnrlsecondamende.htm EXHIBIT 3.2 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP (as amended through June 19, 2017) TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 27 ARTICLE II ORGANIZATION Section 2.1 Formation 27 Section 2.2 Name 28 Section 2.3 Registered Office; Registered Agent; Princi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 16, 2017 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00

EX-24

wnrljohnsonpoa

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.W. Rucker, Carrie P. Ryan, Elisa Watts and Jean M. Mosel, and each of them, as my true and lawful attorney-in-fact and agent and in my name, place and st

EX-24 2 wnrlcaseypoa.htm WNRL CASEY POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.W. Rucker, Carrie P. Ryan, Elisa Watts and Jean M. Mosel, and each of them, as my true and lawful attorney-in-fact and agent and in my name, place and stead, in any and all capacities, to sign any or all Forms 3, 4, and 5 relating to equity securities of Western

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.W. Rucker, Carrie P. Ryan, Elisa Watts and Jean M. Mosel, and each of them, as my true and lawful attorney-in-fact and agent and in my name, place and st

EX-24 2 wnrlsterinpoa.htm WNRL STERIN POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.W. Rucker, Carrie P. Ryan, Elisa Watts and Jean M. Mosel, and each of them, as my true and lawful attorney-in-fact and agent and in my name, place and stead, in any and all capacities, to sign any or all Forms 3, 4, and 5 relating to equity securities of Wester

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.W. Rucker, Carrie P. Ryan, Elisa Watts and Jean M. Mosel, and each of them, as my true and lawful attorney-in-fact and agent and in my name, place and st

wnrltompsettpoa POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.W. Rucker, Carrie P. Ryan, Elisa Watts and Jean M. Mosel, and each of them, as my true and lawful attorney-in-fact and agent and in my name, place and st

EX-24 2 wnrlpeerypoa.htm WNRL PEERY POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.W. Rucker, Carrie P. Ryan, Elisa Watts and Jean M. Mosel, and each of them, as my true and lawful attorney-in-fact and agent and in my name, place and stead, in any and all capacities, to sign any or all Forms 3, 4, and 5 relating to equity securities of Western

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.W. Rucker, Carrie P. Ryan, Elisa Watts and Jean M. Mosel, and each of them, as my true and lawful attorney-in-fact and agent and in my name, place and st

wnrlgoffpoa POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I hereby constitute and appoint Kim K.

EX-24

wnrlruckerpoa

Securities and Exchange Commission

Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Western Refining Logistics, LP?s Form 8-K dated June 1, 2017, and we agree with the statements made therein. Yours truly, /s/ Deloitte & Touche LLP Phoenix, Arizona June 1, 2017

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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, 2017 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 1-36114 46-3205923 (State or other jurisdiction of incorporation) (Commissi

WNRL / Western Refining Logistics, LP / TESORO CORP /NEW/ - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Western Refining Logistics, LP (Name of Issuer) Common Units (Title of Class of Securities) 95931Q 205 (CUSIP Number) Francis J. Aquila Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 (212) 558-4000 (Name, Address and Telephone Number of Pers

Joint Filing Agreement

EX-99.A Exhibit A Joint Filing Agreement The undersigned parties hereby agree to the joint filing of the statement on Schedule 13D filed herewith, and any amendments hereto, relating to the Common Units of Western Refining Logistics, LP, with the Securities and Exchange Commission pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with

Western Refining Logistics, LP 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 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: 001-36114 WESTERN REF

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-kxwnrlearningsreleas.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 2, 2017 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or othe

WESTERN REFINING LOGISTICS, LP REPORTS FIRST QUARTER 2017 RESULTS • Net income of $19.9 million; EBITDA of $36.1 million, up 27% versus Q1 2016 • Increased quarterly distribution to $0.4525 per unit; 13th consecutive increase since IPO • Distributabl

EX-99.1 2 earningsrelease-wnrlx33117.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W. Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING LOGISTICS, LP REPORTS FIRST QUARTER 2017 RESULTS • Net income of $19.9 million; EBITDA of $36.1 million, up 27% versus Q1 2016 • Increased quarterl

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

EX-99.1 2 a04282017wnrlex991distribu.htm EXHIBIT 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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - April 28, 2017 -The Board of Directors of the general partner of Western Refining

Financial Statements and Exhibits, Other Events

8-K 1 a04282017wnrl8-kdistributi.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 28, 2017 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdictio

The audited consolidated balance sheets of Western Refining Logistics, LP as of December 31, 2016 and 2015 and the related consolidated statements of operations, consolidated statements of cash flows and consolidated statements of changes in partners' equity of Western Refining Logistics, LP for each of the three years in the period ended December 31, 2016, and the notes related thereto and the Report of Independent Registered Public Accounting Firm, issued by Deloitte & Touche LLP, dated March 1, 2017, relating to the WNRL financial statements (incorporated by reference to Item 8 of Western Refining Logistics, LP's Annual Report on Form 10-K filed March 1, 2017, File No. 1-36114).

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Computation of Earnings to Fixed Charges Year Ended December 31, 2016 2015 2014 2013 2012 (In thousands) Earnings (loss) before income taxes $ 44,053 $ 32,753 $ 33,367 $ (47,200 ) $ (50,214 ) Add: Interest expense and other financing costs 25,972 23,

Exhibit 12.1 Computation of Earnings to Fixed Charges Year Ended December 31, 2016 2015 2014 2013 2012 (In thousands) Earnings (loss) before income taxes $ 44,053 $ 32,753 $ 33,367 $ (47,200 ) $ (50,214 ) Add: Interest expense and other financing costs 25,972 23,107 2,374 322 40 Amortization of capitalized interest 64 — — — — Interest component of rental expense 2,832 2,840 2,708 1,985 1,915 Earni

SUBSIDIARIES OF WESTERN REFINING LOGISTICS, LP Subsidiary State of Incorporation or Organization Western Refining Pipeline, LLC New Mexico Western Refining Product Transport, LLC Delaware Western Refining Terminals, LLC Delaware Western Refining Whol

EX-21.1 3 wnrl-ex211.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF WESTERN REFINING LOGISTICS, LP Subsidiary State of Incorporation or Organization Western Refining Pipeline, LLC New Mexico Western Refining Product Transport, LLC Delaware Western Refining Terminals, LLC Delaware Western Refining Wholesale, LLC Delaware WNRL Energy, LLC Delaware WNRL Energy GP, LLC Delaware WNRL Finance Corp. Delaw

Western Refining Logistics, LP 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): February 28, 2017 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorpor

WESTERN REFINING LOGISTICS, LP REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS • Net income of $20.8 million; EBITDA of $36.8 million, up 33% from Q4 2015 • Increased quarterly distribution to $0.4375 per unit; 12th consecutive increase since IPO •

EX-99.1 2 wnrlearningsrelease-123120.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W. Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING LOGISTICS, LP REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS • Net income of $20.8 million; EBITDA of $36.8 million, up 33% from Q4 2015 • Incre

WNRL / Western Refining Logistics, LP / MTP Energy Management LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WESTERN REFINING LOGISTICS, LP. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q205 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

WNRL / Western Refining Logistics, LP / MTP Energy Master Fund Ltd - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* WESTERN REFINING LOGISTICS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q205 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

WNRL / Western Refining Logistics, LP / Harvest Fund Advisors LLC - SC 13G/A Passive Investment

Harvest Fund Advisors LLC: SC 13G/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* WESTERN REFINING LOGISTICS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q205 (CUSIP Number) (Date of Event which Requires Filin

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): January 31, 2017 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

Exhibit 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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - January 31, 2017 -The Board of Directors of the general partner of Western Refining Logistics, LP (NYSE: WNRL) declared a quart

WESTERN REFINING LOGISTICS, LP TO PARTICIPATE IN THE 2017 UBS MLP ONE-ON-ONE CONFERENCE

EX-99.1 2 a01092017wnrlex991ubsmlp1o.htm EXHIBIT 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 LOGISTICS, LP TO PARTICIPATE IN THE 2017 UBS MLP ONE-ON-ONE CONFERENCE EL PASO, Texas - January 9, 2017 - Western Refining Logistics, LP (NYSE:WNRL) t

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a01092017wnrlform8-kubs1on.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 9, 2017 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdicti

Western Refining Logistics, LP 10-Q (Quarterly Report)

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 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 Number: 001-36114 WESTERN REFINING

Western Refining Logistics, LP 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 LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorpora

WESTERN REFINING LOGISTICS, LP REPORTS THIRD QUARTER 2016 RESULTS • Net income attributable to limited partners, $14.0 million; Distributable cash flow of $24.7 million • Increased quarterly distribution to $0.4225 per unit; 11th consecutive increase

Exhibit FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Retail Investors Contact: Media Contact: Michelle Clemente Alpha IR Group Gary W. Hanson (602) 286-1533 Dylan Schweitzer (602) 286-1777 Chris Hodges Jeffrey S. Beyersdorfer (312) 445-2870 (602) 286-1530 [email protected] WESTERN REFINING LOGISTICS, LP REPORTS THIRD QUARTER 2016 RESULTS ? Net income attributable to limited par

Financial Statements and Exhibits, Other Events

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 24, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3611

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

Exhibit 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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - October 24, 2016 -The Board of Directors of the general partner of Western Refining Logistics, LP (NYSE: WNRL) declared a quart

WESTERN REFINING LOGISTICS, LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2016 AND THE SIX MONTHS ENDED JUNE 30, 2016 AND THE YEARS ENDED DECEMBER 31, 2015, 2014 and 2013

EX-99.2 4 d272299dex992.htm EX-99.2 Exhibit 99.2 WESTERN REFINING LOGISTICS, LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2016 AND THE SIX MONTHS ENDED JUNE 30, 2016 AND THE YEARS ENDED DECEMBER 31, 2015, 2014 and 2013 Set forth below are the unaudited pro forma condensed consolidated balance sheet of Western Refining Logistics, LP (the “Partnership”) as of Jun

ST. PAUL PARK LOGISTICS COMBINED FINANCIAL STATEMENTS AS OF JUNE 30, 2016 AND FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015 (UNAUDITED) AND AS OF DECEMBER 31, 2015 AND 2014 AND THE YEARS ENDED DECEMBER 31, 2015 AND 2014 INDEPENDENT AUDITORS’ REPORT

EX-99.1 Exhibit 99.1 ST. PAUL PARK LOGISTICS COMBINED FINANCIAL STATEMENTS AS OF JUNE 30, 2016 AND FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015 (UNAUDITED) AND AS OF DECEMBER 31, 2015 AND 2014 AND THE YEARS ENDED DECEMBER 31, 2015 AND 2014 INDEPENDENT AUDITORS? REPORT The Board of Directors and Stockholders of Western Refining, Inc. El Paso, Texas We have audited the accompanying combined finan

Western Refining Logistics, LP FORM 8-K/A (Current Report/Significant Event)

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of inc

WNRL / Western Refining Logistics, LP / MTP Energy Master Fund Ltd - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WESTERN REFINING LOGISTICS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q205 (CUSIP Number) September 22, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

JOINT FILING AGREEMENT

EX-99.A 2 d261927dex99a.htm 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

WNRL / Western Refining Logistics, LP / Western Refining, Inc. - SC 13D AMENDMENT NO. 3 Activist Investment

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

WESTERN REFINING LOGISTICS ANNOUNCES THE FOLLOWING TRANSACTIONS

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 LOGISTICS ANNOUNCES THE FOLLOWING TRANSACTIONS ? CLOSING OF ITS ACQUISITION OF TERMINALLING, STORAGE AND OTHER LOGISTICS ASSETS ? AN INCREASE IN ITS REVOLVING CREDIT FACILITY TO $500 MILLION EL PA

COMMITMENT INCREASE AND FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.2 3 d262999dex102.htm EX-10.2 Exhibit 10.2 Execution Version COMMITMENT INCREASE AND FIRST AMENDMENT TO CREDIT AGREEMENT THIS COMMITMENT INCREASE AND FIRST AMENDMENT TO CREDIT AGREEMENT dated as of September 15, 2016 (this “Agreement”), by and among the institutions set forth on Schedule 1 hereto (each an “Incremental Lender” and, collectively, the “Incremental Lenders”), WESTERN REFINING LO

Western Refining Logistics, LP FORM 8-K (Current Report/Significant Event)

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 15, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorpo

Terminalling, Transportation and Storage Services Agreement, dated September 15, 2016, by and between St. Paul Park Refining Co. LLC and Western Refining Terminals, LLC

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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d240318d8k.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 LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jur

UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT September 7, 2016 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representative of the several Underwriters named in Annex A hereto Ladies and Gentlemen: Western Refining Logistics, LP, a limited partnership organized under the laws of Delaware (the ?Partnership?), confirms its agreement with the several underwriters

September 7, 2016

EX-99.1 Exhibit 99.1 September 7, 2016 Western Refining Logistics Prices Offering of Common Units EL PASO, Texas, Sept. 07, 2016 (GLOBE NEWSWIRE) ? Western Refining Logistics, LP (NYSE:WNRL) today announced the pricing of a registered underwritten public offering of 7,500,000 common units representing limited partner interests, at a public offering price of $22.32 per common unit. The total gross

Western Refining Logistics, LP 7,500,000 Common Units Representing Limited Partner Interests

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-204437 PROSPECTUS SUPPLEMENT (To Prospectus dated June 8, 2015) Western Refining Logistics, LP 7,500,000 Common Units Representing Limited Partner Interests We are offering 7,500,000 common units representing limited partner interests in Western Refining Logistics, LP. We expect certain of our affiliates, Messrs. Foster, Atter

Subject to Completion, dated September 7, 2016

424B5 1 d254218d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-204437 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d252686d8k.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 LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jur

WESTERN REFINING LOGISTICS ANNOUNCES TRANSACTIONS

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 LOGISTICS ANNOUNCES TRANSACTIONS ? ACQUISITION OF TERMINALLING, STORAGE AND OTHER LOGISTICS ASSETS FROM SPONSOR WESTERN REFINING ? SUCCESSFUL SYNDICATION OF $200 MILLION INCREASE IN REVOLVING CRED

Western Refining Logistics Announces Offering of Common Units

EX-99.2 Exhibit 99.2 NOT 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 Logistics Announces Offering of Common Units EL PASO, Texas, September 7, 2016 ? Western Refining Logistics, LP (NYSE:WNRL) today announced the commencement of an underwritten public offering

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING, INC., ST. PAUL PARK REFINING CO. LLC, WESTERN REFINING LOGISTICS GP, LLC WESTERN REFINING LOGISTICS, LP dated as of September 7, 2016 TABLE OF CONTENTS ARTICLE I DEFINIT

EX-2.1 2 d252686dex21.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.

Western Refining Logistics, LP 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): August 16, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)

WESTERN REFINING LOGISTICS, LP TO PARTICIPATE IN THE 2016 CITI ONE-ON-ONE MLP/MIDSTREAM INFRASTRUCTURE

Exhibit FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Michelle Clemente Gary Hanson (602) 286-1533 (602) 286-1777 Jeffrey S.

Asphalt Trucking Transportation Services Agreement, dated May 4, 2016 and effective as of January 1, 2016, by and among Western Refining Wholesale, LLC, Western Refining Company, L.P., and, for certain limited purposes stated therein, Western Refining Southwest, Inc.

TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED.

Western Refining Logistics, LP 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: 001-36114 WESTERN REFI

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): August 2, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation) (Comm

WESTERN REFINING LOGISTICS, LP REPORTS SECOND QUARTER 2016 RESULTS ? Net income of $17.9 million; EBITDA of $31.8 million ? Quarterly distribution of $0.4125; up 13% versus prior year ? Completed $92 million equity offering; proceeds used to reduce d

Exhibit FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Retail Investors Contact: Media Contact: Michelle Clemente Alpha IR Group Gary W. Hanson (602) 286-1533 Dylan Schweitzer (602) 286-1777 Chris Hodges Jeffrey S. Beyersdorfer (312) 445-2870 (602) 286-1530 [email protected] WESTERN REFINING LOGISTICS, LP REPORTS SECOND QUARTER 2016 RESULTS ? Net income of $17.9 million; EBITDA o

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

EX-99.1 2 a07272016wnrlex991re2qdist.htm EXHIBIT 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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - July 27, 2016 -The Board of Directors of the general partner of Western Refining

Western Refining Logistics, LP 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): July 26, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00

Western Refining Logistics, LP FORM 8-K (Current Report/Significant Event)

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 1, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation

WESTERN REFINING LOGISTICS, LP TO PARTICIPATE IN THE MASTER LIMITED PARTNERSHIP ASSOCIATION’S 2016 MLP ANNUAL INVESTOR CONFERENCE

EX-99.1 2 a06012016wnrlex991mlpaconf.htm EXHIBIT 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 LOGISTICS, LP TO PARTICIPATE IN THE MASTER LIMITED PARTNERSHIP ASSOCIATION’S 2016 MLP ANNUAL INVESTOR CONFERENCE EL PASO, Texas - June 1, 2016 - Weste

Western Refining Logistics, LP 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): June 1, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001

UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT May 16, 2016 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Western Refining Logistics, LP, a limited partnership organized under the laws of Delaware (the ?Partnership?), confirms its agreement with Barclays Capital Inc. (?Barclays Capital? or the ?Underwriter?), with respect to (i) the sale by th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d175411d8k.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 16, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdic

3,750,000 Common Units Representing Limited Partner Interests

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-204437 PROSPECTUS SUPPLEMENT (To Prospectus dated June 8, 2015) 3,750,000 Common Units Representing Limited Partner Interests We are offering 3,750,000 common units representing limited partner interests in Western Refining Logistics, LP. We expect certain of our affiliates, Messrs. Foster, Stevens and Weaver, to purchase appr

Subject to Completion, dated May 16, 2016

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-204437 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not p

WESTERN REFINING LOGISTICS, LP TO PARTICIPATE IN DEUTSCHE BANK 2016 MLP, MIDSTREAM AND NATURAL GAS CONFERENCE

Exhibit 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 LOGISTICS, LP TO PARTICIPATE IN DEUTSCHE BANK 2016 MLP, MIDSTREAM AND NATURAL GAS CONFERENCE EL PASO, Texas - May 9, 2016 - Western Refining Logistics, LP (NYSE:WNRL) today announced that Partners

Western Refining Logistics, LP 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): May 9, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114

Western Refining Logistics, LP 10-Q (Quarterly Report)

10-Q 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 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: 001-36114 WESTERN REFININ

Western Refining Logistics, LP 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): May 3, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation) (Com

WESTERN REFINING LOGISTICS, LP REPORTS FIRST QUARTER 2016 RESULTS

Exhibit FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W. Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING LOGISTICS, LP REPORTS FIRST QUARTER 2016 RESULTS EL PASO, Texas - May 3, 2016 - Western Refining Logistics, LP (NYSE: WNRL) today reported first quarter 2016 net income attributable to limited

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

Exhibit 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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - April 25, 2016 -The Board of Directors of the general partner of Western Refining Logistics, LP (NYSE: WNRL) declared a quarter

Financial Statements and Exhibits, Other Events

8-K 1 a04252016wnrl8kdistribution.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 25, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdicti

WESTERN REFINING LOGISTICS TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES

Exhibit 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 LOGISTICS TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES EL PASO, Texas - March 1, 2016 - Western Refining Logistics, LP (NYSE:WNRL) today announced that Partnership management will participate i

Western Refining Logistics, LP 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 1, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-361

Western Refining Logistics, LP 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SUBSIDIARIES OF WESTERN REFINING LOGISTICS, LP Subsidiary State of Incorporation or Organization Western Refining Pipeline, LLC New Mexico Western Refining Product Transport, LLC Delaware Western Refining Terminals, LLC Delaware Western Refining Whol

EX-21.1 3 wnrl-ex211.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF WESTERN REFINING LOGISTICS, LP Subsidiary State of Incorporation or Organization Western Refining Pipeline, LLC New Mexico Western Refining Product Transport, LLC Delaware Western Refining Terminals, LLC Delaware Western Refining Wholesale, LLC Delaware WNRL Energy, LLC Delaware WNRL Energy GP, LLC Delaware WNRL Finance Corp. Delaw

Computation of Earnings to Fixed Charges Year Ended December 31, 2015 2014 2013 2012 2011 (1) (In thousands) Earnings (loss) before income taxes $ 63,672 $ 68,055 $ (42,632 ) $ (50,214 ) $ (25,579 ) Add: Interest expense and other financing costs 23,

Exhibit 12.1 Computation of Earnings to Fixed Charges Year Ended December 31, 2015 2014 2013 2012 2011 (1) (In thousands) Earnings (loss) before income taxes $ 63,672 $ 68,055 $ (42,632 ) $ (50,214 ) $ (25,579 ) Add: Interest expense and other financing costs 23,107 2,374 322 40 16 Amortization of capitalized interest — — — — — Interest component of rental expense 2,840 2,708 1,985 1,915 1,926 Ear

Western Refining Logistics, LP 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): February 25, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation

WESTERN REFINING LOGISTICS, LP REPORTS FOURTH QUARTER AND FULL YEAR 2015 RESULTS ? Net income of $14.8 million; EBITDA of $27.7 million, up 12.1% from Q4 2014 ? Increased quarterly distribution to $0.3925 per unit, an 18% increase vs Q4 2014 ? Comple

Exhibit FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W. Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING LOGISTICS, LP REPORTS FOURTH QUARTER AND FULL YEAR 2015 RESULTS ? Net income of $14.8 million; EBITDA of $27.7 million, up 12.1% from Q4 2014 ? Increased quarterly distribution to $0.3925 per u

WNRL / Western Refining Logistics, LP / Harvest Fund Advisors LLC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 sc13gwnrl.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* WESTERN REFINING LOGISTICS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q205 (CUSIP Number) (Date of Event which Requires Filing of this Statement) Che

Western Refining Logistics 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): February 1, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

Exhibit 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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - February 1, 2016 -The Board of Directors of the general partner of Western Refining Logistics, LP (NYSE: WNRL) declared a quart

WESTERN REFINING LOGISTICS TO PARTICIPATE IN 2016 UBS MLP CONFERENCE

Exhibit 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 LOGISTICS TO PARTICIPATE IN 2016 UBS MLP CONFERENCE EL PASO, Texas - January 11, 2016 - Western Refining Logistics, LP (NYSE:WNRL) today announced that Partnership management will participate in t

Western Refining Logistics 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): January 11, 2016 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-

Western Refining Logistics ESP

January 8, 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: H.

Western Refining Logistics 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): December 7, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-

WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE 2015 WELLS FARGO 14th ANNUAL ENERGY SYMPOSIUM

Exhibit 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 LOGISTICS TO PARTICIPATE IN THE 2015 WELLS FARGO 14 th ANNUAL ENERGY SYMPOSIUM EL PASO, Texas - December 7, 2015 - Western Refining Logistics, LP (NYSE:WNRL) today announced that Partnership manag

THE TEXNEW MEX PIPELINE AND RELATED ASSETS COMBINED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2015 (UNAUDITED) AND DECEMBER 31, 2014 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (UNAUDITED) AND 2014 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2014

Exhibit Exhibit 99.1 THE TEXNEW MEX PIPELINE AND RELATED ASSETS COMBINED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2015 (UNAUDITED) AND DECEMBER 31, 2014 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (UNAUDITED) AND 2014 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2014 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders of Western Refining, Inc. El Paso, Texas We have audited th

UNAUDITED WESTERN REFINING LOGISTICS, LP PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2015 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND THE YEARS ENDED DECEMBER 31, 2014 , 2013 AND 2012

Exhibit 99.2 UNAUDITED WESTERN REFINING LOGISTICS, LP PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2015 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND THE YEARS ENDED DECEMBER 31, 2014 , 2013 AND 2012 Set forth below are the unaudited pro forma condensed consolidated balance sheet of Western Refining Logistics, LP (the “Partnership”) as of September 30, 2015 and the

Western Refining Logistics 8-K/A (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 30, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporatio

WESTERN REFINING LOGISTICS, LP REPORTS THIRD QUARTER 2015 RESULTS • Net income of $16.5 million; EBITDA of $27.7 million, up 72% from Q3 2014 • Increased quarterly distribution to $0.3825 per unit, a 20% increase vs Q3 2014 • Increased Permian/Delawa

EX-99.1 2 earningsrelease-wnrlx93015.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W. Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING LOGISTICS, LP REPORTS THIRD QUARTER 2015 RESULTS • Net income of $16.5 million; EBITDA of $27.7 million, up 72% from Q3 2014 • Increased quarterly

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 3, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation)

Western Refining Logistics FORM 8-K (Current Report/Significant Event)

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): October 30, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorpora

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP WESTERN REFINING LOGISTICS, LP TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 27 ARTICLE II ORGANIZATION Section 2.1 Formation 27 Section 2.2 Nam

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 27 ARTICLE II ORGANIZATION Section 2.1 Formation 27 Section 2.2 Name 27 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 27 Section 2.4 Purpose and Business 28 Sec

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING, INC., WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING LOGISTICS GP, LLC WESTERN REFINING LOGISTICS, LP dated as of October 30, 2015 TABLE OF CONTENTS ARTICLE I DEFINI

Exhibit 2.1 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING, INC., WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP dated as of October 30, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS 8 2.1 Contributions 8 2.2 Consideration 8 2.3 Assumed

Amendment No. 1 to Pipeline and Gathering Services Agreement, dated as of October 16, 2013, by and among Western Refining Company, L.P., Western Refining Southwest, Inc. and Western Refining Pipeline, LLC

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 (***). AMENDMENT NO. 1 TO PIPELINE AND GATHERING SERVICES AGREEMENT This AMENDMENT NO. 1 to the PIPELINE AND

WESTERN REFINING LOGISTICS ACQUIRES TEXNEW MEX PIPELINE AND CRUDE OIL STORAGE TANK FROM SPONSOR WESTERN REFINING

EX-99.1 5 d83600dex991.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 LOGISTICS ACQUIRES TEXNEW MEX PIPELINE AND CRUDE OIL STORAGE TANK FROM SPONSOR WESTERN REFINING EL PASO, Texas, November 2, 2015 — In a joint statement today, Western Re

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

Exhibit 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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - October 30, 2015 -The Board of Directors of the general partner of Western Refining Logistics, LP (NYSE: WNRL) declared a quart

Western Refining Logistics 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): October 30, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-

WESTERN REFINING LOGISTICS, LP TO PARTICIPATE IN THE 2015 CITI ONE-ON-ONE MLP/MIDSTREAM INFRASTRUCTURE CONFERENCE

Exhibit 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 LOGISTICS, LP TO PARTICIPATE IN THE 2015 CITI ONE-ON-ONE MLP/MIDSTREAM INFRASTRUCTURE CONFERENCE EL PASO, Texas - August 19, 2015 - Western Refining Logistics, LP (NYSE:WNRL) today announced that

Western Refining Logistics 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): August 19, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3

WESTERN REFINING LOGISTICS, LP TO PARTICIPATE IN THE GOLDMAN SACHS POWER, UTILITIES, MLP AND PIPELINE CONFERENCE

08 10 2015 WNRL Ex 99.1 - Press Release re Goldman Sachs Conference 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 LOGISTICS, LP TO PARTICIPATE IN THE GOLDMAN SACHS POWER, UTILITIES, MLP AND PIPELINE CONFERENCE EL PASO, Texas - August 10, 2015 - Weste

Western Refining Logistics FORM 8-K (Current Report/Significant Event)

08 10 2015 WNRL Form 8-K re Goldman Sachs Conference UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

WESTERN REFINING LOGISTICS, LP REPORTS SECOND QUARTER 2015 RESULTS • Increased quarterly distribution to $0.3650 per unit, an 18.7% increase vs Q2 2014 • Increased Permian/Delaware Basin crude oil volume by 35% vs Q2 2014 • Generated $17.4 million of

Earnings Release - WNRL - 6.30.15 FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W. Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING LOGISTICS, LP REPORTS SECOND QUARTER 2015 RESULTS ? Increased quarterly distribution to $0.3650 per unit, an 18.7% increase vs Q2 2014 ? Increased Permian/Delaware Bas

Western Refining Logistics 8-K (Current Report/Significant Event)

Form 8-K - WNRL Earnings Release - 6.30.15 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 4, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or

Financial Statements and Exhibits, Other Events

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 31, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114 (

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

07 31 2015 WNRL Ex 99.1 Q2 Cash Distribution 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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - July 31, 2015 -The Board of Directors of the general partner of Western Refining Logistics

WESTERN REFINING LOGISTICS, LP ANNOUNCES COMPLETION OF 7½% SENIOR NOTES EXCHANGE OFFER

07 09 2015 WNRL - Ex 99.1 Completion of 7.5% Senior Notes Exchange Offer 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 LOGISTICS, LP ANNOUNCES COMPLETION OF 7?% SENIOR NOTES EXCHANGE OFFER EL PASO, Texas, July 9, 2015 - Western Refining Logistics, LP

Western Refining Logistics FORM 8-K (Current Report/Significant Event)

07 09 2015 WNRL - 8K - Completion of 7.5% Senior Notes Exchange 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 9, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or o

Western Refining Logistics, LP WNRL Finance Corp. Offer to Exchange 7 1?2% Senior Notes due 2023 New 7 1?2% Senior Notes due 2023 Guaranteed by certain of its subsidiaries Guarantees of the New 7 1?2% Senior Notes due 2023

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-204438 PROSPECTUS Western Refining Logistics, LP WNRL Finance Corp. Offer to Exchange 7 1?2% Senior Notes due 2023 for New 7 1?2% Senior Notes due 2023 Guaranteed by certain of its subsidiaries Guarantees of the New 7 1?2% Senior Notes due 2023 We are offering to exchange up to $300,000,000 of our new 7 1?2% Senior Notes

WESTERN REFINING LOGISTICS, LP FILES UNIVERSAL SHELF REGISTRATION STATEMENT ON FORM S-3

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 LOGISTICS, LP FILES UNIVERSAL SHELF REGISTRATION STATEMENT ON FORM S-3 EL PASO, Texas - May 26, 2015 - Western Refining Logistics LP ("WNRL") today announced that it has filed a universal shelf registrati

Western Refining Logistics FORM 8-K (Current Report/Significant Event)

05 26 2015 WNRL Form 8-K (Form S-3 filing) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Western Refining Logistics FORM 8-K (Current Report/Significant Event)

05 19 2015 WNRL Form 8-K - NAPTP Conference UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

WESTERN REFINING LOGISTICS, LP TO PARTICIPATE IN THE NAPTP 2015 MLP ANNUAL CONFERENCE

05 19 2015 WNRL Press Release re NAPTP Conference 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 LOGISTICS, LP TO PARTICIPATE IN THE NAPTP 2015 MLP ANNUAL CONFERENCE EL PASO, Texas - May 19, 2015 - Western Refining Logistics, LP (NYSE:WNRL) today anno

Western Refining Logistics 8-K (Current Report/Significant Event)

Form 8-K - WNRL Earnings Release - 3.31.15 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 5, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or ot

WESTERN REFINING LOGISTICS, LP REPORTS FIRST QUARTER 2015 RESULTS • Increased quarterly distribution to $0.3475 per unit, a 17% increase vs Q1 2014 • Increased Permian/Delaware Basin crude oil volume by 58% vs Q1 2014 • Generated $21.8 million of dis

FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W. Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING LOGISTICS, LP REPORTS FIRST QUARTER 2015 RESULTS • Increased quarterly distribution to $0.3475 per unit, a 17% increase vs Q1 2014 • Increased Permian/Delaware Basin crude oil volume by 58% vs Q1 2014

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

EX-99.1 2 a05012015wnrlpressreleaser.htm EXHIBIT 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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - May 1, 2015 - The Board of Directors of the general partner of Western Refining L

Western Refining Logistics 8-K (Current Report/Significant Event)

05 01 2015 WNRL Form 8-K Q1 Distribution UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits

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 3, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114 (

WESTERN REFINING LOGISTICS TO PARTICIPATE IN BARCLAYS SELECT SERIES 2015: MLP CORPORATE ACCESS DAY

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 LOGISTICS TO PARTICIPATE IN BARCLAYS SELECT SERIES 2015: MLP CORPORATE ACCESS DAY EL PASO, Texas - March 3, 2015 - Western Refining Logistics, LP (NYSE:WNRL) today announced that Partnership management wi

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): February 26, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation) (C

WESTERN REFINING LOGISTICS, LP REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS • Completed acquisition of Western Refining's Wholesale business in October • Increased crude oil gathering and pipeline volumes • Generated $21.3 million of distributab

FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W.

WESTERN REFINING LOGISTICS, LP ANNOUNCES PRICING OF $300 MILLION PRIVATE PLACEMENT OF 7.50% SENIOR NOTES DUE 2023 AT PAR

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) 286-1533 WESTERN REFINING LOGISTICS, LP ANNOUNCES PRICING OF $300 MILLION PRIVATE PLACEMENT OF 7.50% SENIOR NOTES DUE 2023 AT PAR EL PASO, Texas, February 6, 2015 — Western Refining Logistics, LP (NYSE: WNRL) (“Western Ref

REGISTRATION RIGHTS AGREEMENT

EX-4.3 Exhibit 4.3 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated February 11, 2015 (this “Agreement”) is entered into by and among Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”) and WNRL Finance Corp., a Delaware corporation (“WNRL Finance,” and together with the Partnership, the “Issuers”), the guarantors listed on the

WESTERN REFINING LOGISTICS, LP WNRL FINANCE CORP. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 7 1⁄2% SENIOR NOTES DUE 2023 Dated as of February 11, 2015 U.S. BANK NATIONAL ASSOCIATION As Trustee CROSS-REFERENCE TABLE* Trust Indenture Indenture

EX-4.1 Exhibit 4.1 Execution Copy WESTERN REFINING LOGISTICS, LP WNRL FINANCE CORP. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 7 1⁄2% SENIOR NOTES DUE 2023 INDENTURE Dated as of February 11, 2015 U.S. BANK NATIONAL ASSOCIATION As Trustee CROSS-REFERENCE TABLE* Trust Indenture Indenture Act Section Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N/A (a)(4) N/A (a)(5) 7.10 (b) 7.10 (c) N/A 311

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): February 6, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorpora

Report of Independent Registered Public Accounting Firm

EX-99.3 Exhibit 99.3 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Western Refining, Inc. El Paso, Texas We have audited the accompanying combined balance sheets of Western Refining Wholesale Segment (the “Wholesale Segment”) as of December 31, 2013 and 2012, and the related combined statements of operations, segment equity, and cash flows for e

Fourth Quarter 2014 Preliminary Earnings Estimates

EX-99.1 Exhibit 99.1 Fourth Quarter 2014 Preliminary Earnings Estimates We do not as a matter of course make public estimates as to future sales, earnings, or other results. However, the management of the Company has prepared the estimated financial information set forth below to present certain key financial results for the fourth quarter of 2014. The accompanying estimated financial information

WESTERN REFINING LOGISTICS, LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2014 (In thousands) Western Refining Logistics, LP Wholesale Segment Pro Forma Adjustments Western Refining Logistics, LP Pro Forma ASSETS Cur

EX-99.4 Exhibit 99.4 WESTERN REFINING LOGISTICS, LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2014 (In thousands) Western Refining Logistics, LP Wholesale Segment Pro Forma Adjustments Western Refining Logistics, LP Pro Forma ASSETS Current assets: Cash and cash equivalents $ 79,109 $ 9,878 $ (9,875) (a) $ 28,112 269,000 (b) (320,000) (c) Accounts receivable: Thi

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 2, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation

WESTERN REFINING LOGISTICS, LP ANNOUNCES $300 MILLION PRIVATE OFFERING OF SENIOR NOTES DUE 2023

EX-99.2 Exhibit 99.2 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING LOGISTICS, LP ANNOUNCES $300 MILLION PRIVATE OFFERING OF SENIOR NOTES DUE 2023 EL PASO, Texas, February 2, 2015 — Western Refining Logistics, LP (NYSE: WNRL) (“Western Refining Logistics”) and its wholly-owned subsidia

Financial Statements and Exhibits, Other Events

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 30, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3611

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - January 30, 2015 -The Board of Directors of the general partner of Western Refining Logistics, LP (NYSE: WNRL) declared a quarterly cas

WESTERN REFINING LOGISTICS ANNOUNCES CHANGES IN CFO POSITION

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 LOGISTICS ANNOUNCES CHANGES IN CFO POSITION EL PASO, Texas, January 26, 2015 - Western Refining Logistics, LP (NYSE:WNRL) announced today that Karen B. Davis has resigned as Chief Financial Officer effective February

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 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 21, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36

WESTERN REFINING LOGISTICS ANNOUNCES CHANGES IN CFO POSITION

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 LOGISTICS ANNOUNCES CHANGES IN CFO POSITION EL PASO, Texas, January 26, 2015 - Western Refining Logistics, LP (NYSE:WNRL) announced today that Karen B. Davis has resigned as Chief Financial Officer effective February

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 21, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36114 (Commission Fi

WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE 2015 UBS MLP CONFERENCE

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Michelle Clemente Gary Hanson (602) 286-1533 (602) 286-1777 Karen Davis (602) 286-1555 WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE 2015 UBS MLP CONFERENCE EL PASO, Texas - January 12, 2015 - Western Refining Logistics, LP (NYSE:WNRL) today announced that Partnership management will participate in the UBS MLP Confe

Regulation FD Disclosure, Financial Statements and Exhibits

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, 2015 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3611

WNRL / Western Refining Logistics, LP / Harvest Fund Advisors LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13gwestern.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WESTERN REFINING LOGISTICS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q205 (CUSIP Number) (Date of Event which Requires Filing of this Statement) Check

WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE 2014 WELLS FARGO SECURITIES RESEARCH, ECONOMICS & STRATEGY 13TH ANNUAL ENERGY SYMPOSIUM

FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Michelle Clemente Gary Hanson (602) 286-1530 (602) 286-1777 Jeffrey S.

Regulation FD Disclosure, Financial Statements and Exhibits

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, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3611

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): November 4, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation) (Co

WESTERN REFINING LOGISTICS, LP REPORTS THIRD QUARTER 2014 RESULTS • Completed acquisition of Western Refining's Wholesale business in October • Increased crude oil gathering and pipeline volumes • Generated $15.4 million of distributable cash flow in

FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W.

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - October 31, 2014 - The Board of Directors of the general partner of Western Refining Logistics, LP (NYSE: WNRL) declared a quarterly ca

Financial Statements and Exhibits, Other Events

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 31, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3611

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 27, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3611

WESTERN REFINING LOGISTICS ANNOUNCES PROMOTION OF GARY R. DALKE TO EXECUTIVE VICE PRESIDENT KAREN B. DAVIS APPOINTED AS CHIEF FINANCIAL OFFICER

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 LOGISTICS ANNOUNCES PROMOTION OF GARY R. DALKE TO EXECUTIVE VICE PRESIDENT KAREN B. DAVIS APPOINTED AS CHIEF FINANCIAL OFFICER EL PASO, Texas, October 27, 2014 - Western Refining Logistics, LP (NYSE:WNRL)

WNRL / Western Refining Logistics, LP / Western Refining, Inc. - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Product Supply Agreement, dated October 15, 2014, by and among Western Refining Southwest, Inc., Western Refining Company, L.P. and Western Refining Wholesale, LLC

EX-10.1 Exhibit 10.1 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). PRODUCT SUPPLY AGREEMENT Between WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING

UNAUDITED WESTERN REFINING LOGISTICS, LP PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2014 AND FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND AND THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

EX-99.3 8 d805248dex993.htm EX-99.3 Exhibit 99.3 UNAUDITED WESTERN REFINING LOGISTICS, LP PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2014 AND FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND AND THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 Set forth below are the unaudited pro forma condensed consolidated balance sheet of Western Refining Logistics, LP (the “Partnership”) a

WESTERN REFINING LOGISTICS CLOSES THE PREVIOUSLY ANNOUNCED ACQUISITION OF WESTERN REFINING’S SOUTHWEST WHOLESALE BUSINESS

EX-99.1 6 d805248dex991.htm EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING LOGISTICS CLOSES THE PREVIOUSLY ANNOUNCED ACQUISITION OF WESTERN REFINING’S SOUTHWEST WHOLESALE BUSINESS EL PASO, Texas – October 15, 2014 –Western Refining, Inc. (NYSE:WNR) (“Western” or “W

Crude Oil Trucking Transportation Services Agreement, dated October 15, 2014, by and among Western Refining Wholesale, LLC, Western Refining Company, L.P. and Western Refining Southwest, Inc.

EX-10.3 4 d805248dex103.htm EX-10.3 Exhibit 10.3 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). CRUDE OIL TRUCKING TRANSPORTATION SERVICES AGREEMENT Thi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): October 15, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)

THE WHOLESALE SEGMENT COMBINED FINANCIAL STATEMENTS AS OF JUNE 30, 2014 (UNAUDITED) AND DECEMBER 31, 2013 AND 2012 AND FOR THE SIX MONTHS ENDED JUNE 30, 2014 (UNAUDITED) AND 2013 (UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Report of In

EX-99.2 7 d805248dex992.htm EX-99.2 Exhibit 99.2 THE WHOLESALE SEGMENT COMBINED FINANCIAL STATEMENTS AS OF JUNE 30, 2014 (UNAUDITED) AND DECEMBER 31, 2013 AND 2012 AND FOR THE SIX MONTHS ENDED JUNE 30, 2014 (UNAUDITED) AND 2013 (UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Western Refini

Fuel Distribution and Supply Agreement, dated October 15, 2014, by and between Western Refining Wholesale, LLC and Western Refining Southwest, Inc.

EX-10.2 3 d805248dex102.htm EX-10.2 Exhibit 10.2 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). FUEL DISTRIBUTION AND SUPPLY AGREEMENT Between WESTERN R

ASSIGNMENT AGREEMENT

EX-99.B Exhibit B ASSIGNMENT AGREEMENT This Assignment Agreement (this “Agreement”) is made and entered into this 14 day of October, 2014, by and between Western Refining Company, L.P., a Delaware limited partnership (the “Transferor”) and Western Refining, Inc., an Arizona corporation (the “Transferee”). Transferor and Transferee are each referred to herein individually as a “Party” and collectiv

WNRL / Western Refining Logistics, LP / Western Refining, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 d804133dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) 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 (Nam

CONTRIBUTION AGREEMENT

EX-99.C Exhibit C CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is made and entered into this 14 day of October, 2014, by and between Western Refining, Inc., an Arizona corporation (the “Transferor”) and Giant Industries, Inc., a Delaware corporation (the “Transferee”). Transferor and Transferee are each referred to herein individually as a “Party” and collectively as the “

CONTRIBUTION AGREEMENT

EX-99.D 5 d804133dex99d.htm EX-99.D Exhibit D CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is made and entered into this 14 day of October, 2014, by and between Giant Industries, Inc., a Delaware corporation (the “Transferor”) and Western Refining Southwest, Inc., an Arizona corporation (the “Transferee”). Transferor and Transferee are each referred to herein individually

JOINT FILING AGREEMENT

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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 25, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporatio

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING, INC., WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING LOGISTICS GP, LLC WESTERN REFINING LOGISTICS, LP dated as of September 25, 2014 TABLE OF CONTENTS ARTICLE I DEFI

EX-2.1 2 d796619dex21.htm EX-2.1 Exhibit 2.1 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING, INC., WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP dated as of September 25, 2014 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS 8 2.1 Contribution

WESTERN REFINING LOGISTICS TO ACQUIRE WHOLESALE BUSINESS FROM SPONSOR WESTERN REFINING

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 LOGISTICS TO ACQUIRE WHOLESALE BUSINESS FROM SPONSOR WESTERN REFINING EL PASO, Texas – September 25, 2014 – In a joint statement today, Western Refining, Inc. (NYSE:WNR) and Western Refining Logis

Regulation FD Disclosure, Financial Statements and Exhibits

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 19, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114

WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE 2014 CITI ONE-ON-ONE MLP/MIDSTREAM INFRASTRUCTURE CONFERENCE

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 LOGISTICS TO PARTICIPATE IN THE 2014 CITI ONE-ON-ONE MLP/MIDSTREAM INFRASTRUCTURE CONFERENCE EL PASO, Texas - August 19, 2014 - Western Refining Logistics, LP (NYSE:WNRL) today announced that the Partners

Regulation FD Disclosure, Financial Statements and Exhibits

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 11, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114

WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE GOLDMAN SACHS POWER, UTILITIES, MLP AND PIPELINE CONFERENCE

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 LOGISTICS TO PARTICIPATE IN THE GOLDMAN SACHS POWER, UTILITIES, MLP AND PIPELINE CONFERENCE EL PASO, Texas - August 11, 2014 - Western Refining Logistics, LP (NYSE:WNRL) today announced that the Partnersh

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): August 5, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation) (Comm

WESTERN REFINING LOGISTICS, LP REPORTS SECOND QUARTER 2014 RESULTS Significantly increased crude oil gathering and pipeline volumes Generated $14.4 million of distributable cash flow Increased quarterly distribution to $0.3075 per unit

FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Michelle Clemente Gary W. Hanson (602) 286-1533 (602) 286-1777 Jeffrey S. Beyersdorfer (602) 286-1530 WESTERN REFINING LOGISTICS, LP REPORTS SECOND QUARTER 2014 RESULTS Significantly increased crude oil gathering and pipeline volumes Generated $14.4 million of distributable cash flow Increased quarterly distribution to

WESTERN REFINING LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION

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 LOGISTICS, LP ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - August 4, 2014 - On August 1, 2014, the Board of Directors of the general partner of Western Refining Logistics, LP (NYSE: WNRL) declar

Financial Statements and Exhibits, Other Events

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 1, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 9, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation or o

WESTERN REFINING LOGISTICS, LP ANNOUNCES APPOINTMENT OF ANDREW L. ATTERBURY TO THE BOARD OF DIRECTORS

EX-99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (915) 534-1400 (915) 534-1400 WESTERN REFINING LOGISTICS, LP ANNOUNCES APPOINTMENT OF ANDREW L. ATTERBURY TO THE BOARD OF DIRECTORS EL PASO, Texas – July 10, 2014 - Western Refining Logistics, LP (NYSE:WNRL) announced today that Andrew L. Atterbury has been appointed as a mem

WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE NATIONAL ASSOCIATION OF PUBLICLY TRADED PARTNERSHIPS 2014 MLP ANNUAL CONFERENCE

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE NATIONAL ASSOCIATION OF PUBLICLY TRADED PARTNERSHIPS 2014 MLP ANNUAL CONFERENCE EL PASO, Texas - May 20, 2014 - Western Refining Logistics, LP (NYSE:WNRL) announced today that the Partnership will particip

Regulation FD Disclosure, Financial Statements and Exhibits

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 20, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114 (C

WESTERN REFINING LOGISTICS, LP REPORTS FIRST QUARTER 2014 RESULTS Significantly increased crude oil gathering and pipeline volumes Generated $15.1 million of distributable cash flow Increased quarterly distribution to $0.2975 per unit

FOR IMMEDIATE RELEASE Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary W. Hanson (602) 286-1530 (602) 286-1777 WESTERN REFINING LOGISTICS, LP REPORTS FIRST QUARTER 2014 RESULTS Significantly increased crude oil gathering and pipeline volumes Generated $15.1 million of distributable cash flow Increased quarterly distribution to $0.2975 per unit EL PASO, Texas -

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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 6, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation) (Commiss

Financial Statements and Exhibits, Other Events - 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 2, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114 (Co

WESTERN REFINING LOGISTICS ANNOUNCES QUARTERLY CASH DISTRIBUTION

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 WESTERN REFINING LOGISTICS ANNOUNCES QUARTERLY CASH DISTRIBUTION EL PASO, Texas - May 5, 2014 - On May 2, 2014, the Board of Directors of the general partner of Western Refining Logistics, LP (NYSE:WNRL) declared a quarterly cash distribution for the fir

Regulation FD Disclosure, Financial Statements and Exhibits - 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 1, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114 (

WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE MORGAN STANLEY PERMIAN BASIN ENERGY SUMMIT

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 WESTERN REFINING LOGISTICS TO PARTICIPATE IN THE MORGAN STANLEY PERMIAN BASIN ENERGY SUMMIT EL PASO, Texas - April 1, 2014 - Western Refining Logistics, LP (NYSE:WNRL) announced today that the Partnership will participate in the Morgan Stanley Permian Ba

WESTERN REFINING LOGISTICS TO PARTICIPATE IN COWEN AND COMPANY PERMIAN BASIN OILFIELD TOUR

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 WESTERN REFINING LOGISTICS TO PARTICIPATE IN COWEN AND COMPANY PERMIAN BASIN OILFIELD TOUR EL PASO, Texas - March 17, 2014 - Western Refining Logistics, LP (NYSE:WNRL) announced today that the Partnership will participate in the Cowen and Company Permian

Regulation FD Disclosure, Financial Statements and Exhibits

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 17, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-36114

Western Refining Logistics 10-K (Annual Report)

WNRL - 2013 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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 27, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of Registrant as specified in its charter) Delaware 001-36114 46-3205923 (State or other jurisdiction of incorporation) (C

WESTERN REFINING LOGISTICS, LP REPORTS FOURTH QUARTER 2013 RESULTS • Completed initial public offering (IPO) on October 16, 2013 • Reported $11.6 million of EBITDA for the post-IPO period • Generated $13.1 million of distributable cash flow • Declare

FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary W. Hanson (602) 286-1530 (602) 286-1777 WESTERN REFINING LOGISTICS, LP REPORTS FOURTH QUARTER 2013 RESULTS • Completed initial public offering (IPO) on October 16, 2013 • Reported $11.6 million of EBITDA for the post-IPO period • Generated $13.1 million of distributable cash flow • Declared $0.2407 per

WNRL / Western Refining Logistics, LP / Harvest Fund Advisors LLC - SCHEDULE 13G Passive Investment

Harvest Fund Advisors LLC: Schedule 13-G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Western Refining Logistics LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 95931Q205 (CUSIP Number) December 31, 2013 (Date of Event W

WESTERN REFINING LOGISTICS ANNOUNCES INITIAL QUARTERLY CASH DISTRIBUTION

Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 WESTERN REFINING LOGISTICS ANNOUNCES INITIAL QUARTERLY CASH DISTRIBUTION EL PASO, Texas - January 31, 2014 - Western Refining Logistics, LP (NYSE:WNRL) announced today the declaration of its initial quarterly cash distribution. The distribution for the fourth quarter of 2013 is $0.2407 pe

Regulation FD Disclosure, Financial Statements and Exhibits - 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 31, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3611

Western Refining logistics to Participate in the UBS MLP ONE-ON-ONE CONFERENCE

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Western Refining logistics to Participate in the UBS MLP ONE-ON-ONE CONFERENCE EL PASO, Texas - January 13, 2014 - Western Refining Logistics, LP (NYSE:WNRL) announced today that management will participate in the UBS MLP One-on-One Conference in Park Ci

Regulation FD Disclosure, Financial Statements and Exhibits - 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 13, 2014 WESTERN REFINING LOGISTICS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-3611