Item 1.01
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Entry into a Material Definitive Agreement
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Fourth Amended and Restated Omnibus Agreement
Andeavor Logistics, Andeavor, a Delaware corporation (Andeavor), on behalf of itself and its affiliates, Tesoro Refining &
Marketing Company LLC (TRMC), Tesoro Companies, Inc. (TCI), Tesoro Alaska Company LLC (TAC) and TLLP GP entered into a Fourth Amended and Restated Omnibus Agreement, dated October 30, 2017 (the Amended
Omnibus Agreement), to amend and restate the Third Amended and Restated Omnibus Agreement dated July 1, 2014 (the Prior Omnibus Agreement), by and among the same parties. The Amended Omnibus Agreement addresses the following
matters:
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Andeavor Logistics obligation to pay Andeavor a monthly administrative fee of $1.08 million, and certain other fees, for the provision by Andeavor and its subsidiaries of certain centralized corporate
services. This fee is in addition to certain expenses of the TLLP GP and its affiliates (including Andeavor) that are reimbursed in accordance with Andeavor Logistics partnership agreement;
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Andeavor Logistics agreement to reimburse Andeavor for all other direct or allocated costs and expenses incurred by Andeavor or its affiliates on behalf Andeavor Logistics;
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the agreement of Andeavor and certain of its affiliates not to compete with TLLP GP under certain circumstances;
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Andeavor Logistics right of first offer to acquire certain logistics assets of Andeavor and certain of its affiliates;
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the obligation of TAC, TRMC and any other affiliates of Andeavor (other than Andeavor Logistics and TLLP GP) to indemnify Andeavor Logistics for certain claims, losses and expenses Andeavor Logistics incurs attributable
to, among other matters, certain environmental, title, tax and other liabilities relating to assets contributed by Andeavor and its subsidiaries to Andeavor Logistics, and Andeavor Logistics obligation to indemnify Andeavor and its
subsidiaries for certain claims, losses or expenses incurred by Andeavor or its subsidiaries attributable to the ownership and operation of Andeavor Logistics assets; and
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the granting of a license from Andeavor to Andeavor Logistics with respect to use of the Andeavor name and trademark.
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The Amended Omnibus Agreement also incorporates the changes made in subsequent amendments to the Prior Omnibus Agreement and its amended schedules, clarifies
the reimbursements to be made by Andeavor Logistics to Andeavor, and from Andeavor to the Andeavor Logistics, adds WNRL and its affiliates as parties, adds legacy employees of WNRL and its affiliates as employees covered by terms and provisions of
the agreement, modifies the period for reimbursements solely related to bonuses for TLLP GP employees and extends the expense reimbursement period for certain repairs and maintenance performed to comply with updated industry and regulatory
standards, among other things.
So long as Andeavor controls TLLP GP, the Amended Omnibus Agreement will remain in full force and effect unless terminated
by the parties. If Andeavor ceases to control TLLP GP, either Andeavor or TLLP GP may terminate the Amended Omnibus Agreement, provided that the indemnification obligations of the parties made under the Amended Omnibus Agreement will remain in full
force and effect in accordance with their terms.
The foregoing description is not complete and is qualified in its entirety by reference to the Amended
Omnibus Agreement, which is filed as Exhibit 10.2 to this Current Report on Form
8-K
and incorporated herein by reference.
First Amended and Restated Secondment and Logistics Services Agreement
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Andeavor Logistics, TLLP GP, Tesoro Logistics Operations LLC (TLO), Andeavor, WNRL, WNRLGP and their direct and indirect subsidiaries entered into
a First Amended and Restated Secondment and Logistics Services Agreement, dated October 30, 2017 (the Amended Secondment Agreement), to restate the prior Secondment and Logistics Agreement, dated July 1, 2014 (the Prior
Secondment Agreement). The Amended Secondment Agreement governs the provision of seconded employees to or from the Andeavor Group (as defined in the Amended Secondment Agreement) and the Logistics Group (as defined in the Amended Secondment
Agreement), as applicable. The Secondment Agreement also governs the use of certain facilities of the parties by the various entities. The services to be provided by such seconded employees, along with the fees for such services, will be provided on
the service schedules to be attached to the Secondment Agreement. Specialized services and the use of various facilities, along with the fees for such services, will be provided for in service orders to be executed by parties requesting and
receiving the service. All fees to be paid pursuant to the Secondment Agreement are indexed for inflation.
In addition, the Amended Secondment Agreement
amends the Prior Secondment Agreement by incorporating the changes made in subsequent amendments thereto into the body of the agreement and adds WNRL and its affiliates as parties. The parties have separately agreed that the Amended Secondment
Agreement will govern should there be any conflict with the terms of WNRLs current operational services agreement.
The foregoing description is not
complete and is qualified in its entirety by reference to the Amended Secondment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form
8-K
and incorporated herein by reference.
Relationships
Each of Andeavor Logistics, TLLP
GP, TRMC, TCI, TAC, TLO and the other parties to the Amended Omnibus Agreement and the Amended Secondment Agreement is a direct or indirect subsidiary of Andeavor, including WNRL and its affiliates. As a result, certain individuals, including
officers and directors of Andeavor and TLLP GP, serve as officers and/or directors of more than one of such other entities. TLLP GP, as the general partner of Andeavor Logistics, holds a non-economic general partner interest in, and common units of,
Andeavor Logistics. Andeavor, together with TRMC, Carson Cogeneration Company, TAC and TLLP GP, also holds a majority limited partner interest in Andeavor Logistics.
Item 1.02
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Termination of a Material Definitive Agreement
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In connection with the Merger, on October 30, 2017,
WNRL terminated all commitments and repaid all amounts outstanding, as applicable, under the Credit Agreement, dated as of October 16, 2013 (as
amended, supplemented or otherwise modified to date), among WNRL, as borrower, Wells Fargo Bank, National Association, N.A., as administrative agent, swingline lender and letters of credit
issuer, and the lenders party thereto from time to time.
Also in connection with the Merger, on October 30, 2017, pursuant to a notice delivered on
September 29, 2017, WNRL and WNRL Finance Corp. redeemed all of the then outstanding 7.5% Senior Notes due 2023 (the Notes) issued under the Indenture, dated as of February 11, 2015 (the Indenture), among WNRL, WNRL Finance
Corp. and U.S. Bank National Association, as trustee. As a result of the redemption, WNRL and WNRL Finance Corp. have been released from their respective obligations under the Indenture and the Notes.