As filed with the Securities and Exchange Commission on October 30, 2017
Registration
No. 333-204437
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
WESTERN REFINING LOGISTICS, LP*
WNRL FINANCE CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
Delaware
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46-3205923
47-2976324
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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212 N. Clark St.
El Paso, Texas 79905
(915)
775-3300
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Kim K. W. Rucker
Executive Vice President and General Counsel
212 N. Clark St.
El
Paso, Texas 79905
(915)
775-3300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan
Beck
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713)
758-2222
Approximate date of
commencement of proposed sale to the public
: Not applicable.
If the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule
12b-2
of the Exchange Act:
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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Certain subsidiaries of Western Refining Logistics, LP are also registrants and are identified on the following page.
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TABLE OF ADDITIONAL REGISTRANTS (1)
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Exact Name of Registrant as Specified in Its Charter
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State or Other Jurisdiction of
Incorporation or Organization
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I.R.S. Employer
Identification No.
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WNRL Energy GP, LLC.
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Delaware
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36-4794798
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WNRL Energy, LLC
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Delaware
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47-2043380
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Western Refining Wholesale, LLC
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Delaware
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86-0109486
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Western Refining Product Transport, LLC
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Delaware
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47-1803177
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Western Refining Pipeline, LLC
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New Mexico
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85-0467397
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Western Refining Terminals, LLC
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Delaware
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86-0784398
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(1)
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The address for the additional registrant guarantors is 212 N. Clark St., El Paso, Texas 79905, and the telephone number for the registrant guarantors is (915)
775-3300.
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EXPLANATORY NOTE DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Shelf Registration Statement on Form
S-3
(the Registration Statement), originally filed with the Securities and Exchange Commission by Western Refining Logistics, LP (WNRL) and WNRL Finance Corp., together with the
additional registrants set forth in the Table of Additional Registrants above (collectively, the Registrants).
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Registration Statement
No. 333-204437,
filed on May 22, 2015, registering the offering and sale from time to time of up to $1,000,000,000 aggregate initial offering
price of (i) common units representing limited partner interests in WNRL (the Common Units), (ii) preferred units representing limited partner interests in WNRL (the Preferred Units), (iii) other classes of securities in
WNRL (the Other Units), (iv) warrants to purchase Common Units, Preferred Units or Other Units (Warrants), (v) rights to purchase Common Units, Preferred Units or Other Units, and (vi) debt securities, in one or more
series, consisting of notes, debentures or other evidences of indebtedness, which may be guaranteed by some or all of WNRLs subsidiaries.
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Pursuant to the Agreement and Plan of Merger dated as of August 13, 2017 (the Merger Agreement), by and among WNRL, Western
Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of WNRL (WNRL GP), Andeavor Logistics LP, a Delaware limited partnership (AMLP), Tesoro Logistics GP, LLC, a Delaware limited liability
company and the general partner of AMLP, WNRL Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of AMLP (LP Merger Sub), and WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly-owned
subsidiary of AMLP (GP Merger Sub), (1) LP Merger Sub merged with and into WNRL (the Merger), with WNRL continuing as the surviving entity and a wholly-owned subsidiary of AMLP, and (2) GP Merger Sub merged with and into
WNRL GP (the GP Merger, and together with the Merger, the Mergers), with WNRL GP continuing as the surviving entity and a wholly-owned subsidiary of AMLP, on October 30, 2017.
As a result of the Mergers, the Registrants have terminated all offerings of securities pursuant to the Registration Statement. In accordance
with an undertaking made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance and remain unsold at the termination of such
offering, the Registrants hereby remove from registration by means of this Post-Effective Amendment No. 1 all of such securities registered and remaining unsold under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the Registrants certifies that it has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Paso, State of Texas, on October 30, 2017. No other person is required to sign this
Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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WESTERN REFINING LOGISTICS, LP
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By:
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Western Refining Logistics GP, LLC,
its general
partner
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By:
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/s/ Blane W. Peery
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Name:
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Blane W. Peery
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Title:
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Vice President and Controller
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WNRL Finance Corp.
WNRL
Energy GP, LLC
WNRL Energy, LLC
Western
Refining Pipeline, LLC
Western Refining Terminals, LLC
Western Refining Wholesale, LLC
Western Refining
Product Transport, LLC
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By:
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/s/ Blane W. Peery
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Name:
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Blane W. Peery
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Title:
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Vice President and Controller
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