Page 13 of 17 – SEC Filing
This Amendment No. 1 to Schedule 13D relates to the common units representing limited partner interests (the
Common Units) of Andeavor Logistics LP, a Delaware limited partnership (the Issuer), and amends the initial statement on Schedule 13D filed on October 26, 2017 (collectively, the Schedule
13D). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby
supplemented by adding the following:
On August 13, 2017, the Issuer entered into an Agreement and Plan of Merger (the
Merger Agreement) with Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Issuer (TLLP GP), Western Refining Logistics, LP, a Delaware limited partnership
(WNRL), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of WNRL (WNRL GP), WNRL Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary
of the Issuer (LP Merger Sub), and WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly-owned-subsidiary of the Issuer (GP Merger Sub). Pursuant to the Merger Agreement, (1) LP Merger Sub
was to merge with and into WNRL (the Merger), with WNRL continuing as the surviving entity and a wholly-owned subsidiary of the Issuer, and (2) GP Merger Sub was to merge with and into WNRL GP (the GP
Merger), with WNRL GP continuing as the surviving entity and a wholly-owned subsidiary of the Issuer. The Merger closed on October 30, 2017.
Pursuant to the terms of the Merger Agreement, each common unit of WNRL issued and outstanding immediately prior to the effective time of the
Merger was converted into the right to receive 0.5233 Common Units of the Issuer. As of the effective time of the Merger, the funds and accounts managed by HFA held an aggregate of 4,453,547 common units of WNRL, which converted into an aggregate of
approximately 2,330,494 Common Units of the Issuer.
As of October 30, 2017, the funds and accounts managed by HFA acquired the
securities reported herein for aggregate consideration of approximately $426.6 million, using cash available in such funds and accounts and, in the case of the Common Units acquired in the Merger, the 4,453,547 common units of WNRL held by such
funds and accounts at the effective time of the Merger as described herein.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(b) are hereby amended and restated as
follows:
(a) and (b). Calculations of the percentage of Common Units beneficially owned assumes that there are a total of 216,148,987
Common Units outstanding as of October 30, 2017.
The aggregate number and percentage of Common Units beneficially owned by each Reporting
Person and, for each Reporting Person, the number of Common Units as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
The amounts reported herein reflect the number of Common Units held by funds and accounts managed by HFA as of October 30, 2017, based on
an estimate of the number of Common Units acquired in the Merger. None of the Blackstone Persons directly owns any Common Units.
Harvest
Fund Holdco L.P. is the sole member of HFA. Blackstone Harvest Holdco L.L.C. is the general partner of Harvest Fund Holdco L.P. Blackstone Intermediary Holdco L.L.C. is the sole member of Blackstone Harvest Holdco L.L.C. Blackstone Advisory Partners
L.P. is the sole member of Blackstone Intermediary Holdco L.L.C. Blackstone Advisory Services L.L.C. is the general partner of Blackstone Advisory Partners L.P. Blackstone Holdings I L.P. is the sole member of Blackstone Advisory Services L.L.C.
Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. The general partner of The Blackstone Group L.P. is Blackstone Group
Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.
HFA, an investment adviser registered under the Investment Advisers Act of 1940, as amended, advises funds and accounts. In such capacity, HFA
has voting authority and dispositive discretion over the securities of the Issuer described in this Schedule 13D that are owned by the funds and accounts advised by it. Except for the purpose of determining beneficial ownership under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the Exchange Act), HFA and the other Reporting Persons each disclaims beneficial ownership of all securities reported as beneficially owned by HFA in this Schedule 13D. None of
the Reporting Persons has any pecuniary interest in the securities reported as beneficially owned by HFA in this Schedule 13D, as such term is used for purposes of Section 16 of the Exchange Act. Neither the filing of this Schedule 13D nor any of
its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of the securities referred to herein for purposes of Section 13(d) or Section 16 of the Exchange Act or for any other purpose.
Item 5(c) is hereby amended and restated as follows:
(c) Except as set forth in Item 3 and Schedule 1 of this Amendment No. 1, none of the Reporting Persons has effected any transaction since
those reported on the initial Schedule 13D filed by the Reporting Persons on October 26, 2017.
Item 5(e) is hereby amended and
restated as follows:
As of October 30, 2017, the Reporting Persons ceased to beneficially own more than five percent of the
outstanding Common Units.
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