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| CIK | 50104 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Andeavor Corp.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 13, 2019 |
ANDV / Andeavor Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ANDEAVOR (Name of Issuer) Common Stock (Title of Class of Securities) 03349M105 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| October 11, 2018 |
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 001-03473 ANDEAVOR (Exact name of registrant as specified in its charter) 19 |
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| October 5, 2018 |
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 5, 2018 Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| October 3, 2018 |
ANDV / Andeavor Corp. / Marathon Petroleum Corp - SC 13D/A (AMENDMENT NO. 1) Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Andeavor (Name of Issuer) Common Stock, par value of $0.16 2⁄3 per share (Title of Class of Securities) 03349M105 (CUSIP Number) Molly R. Benson Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary Marathon Petrole |
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| October 3, 2018 |
ANDV / Andeavor Corp. / TESORO CORP /NEW/ - AMENDMENT NO. 15 TO SC 13D Activist Investment Amendment No. 15 to SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* Andeavor Logistics LP (Name of Issuer) Common Units (Title of Class of Securities) 03350F106 (CUSIP Number) Molly R. Benson Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary 539 South Ma |
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| October 1, 2018 |
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 1, 2018 Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File Num |
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| October 1, 2018 |
EX-3.4 Exhibit 3.4 STATE OF DELAWARE CERTIFICATE OF AMENDMENT 1. Name of Limited Liability Company: Mahi LLC 2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is Andeavor LLC. IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 24th day of September, A.D. 2018. By: /s/ Shane T. Pfleiderer A |
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| October 1, 2018 |
EX-99.1 Exhibit 99.1 Marathon Petroleum Corp. Announces Successful Completion of Andeavor Combination, Creating the Leading US Refining, Midstream and Marketing Company FINDLAY, Ohio, Oct. 1, 2018 – Marathon Petroleum Corp. (NYSE: MPC) has closed the transaction in which it acquired all of the outstanding shares of Andeavor. As of this morning, Andeavor ceased to be publicly traded and its common |
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| October 1, 2018 |
Limited Liability Company Agreement of Mahi LLC (n/k/a Andeavor LLC), dated April 27, 2018. EX-3.5 Exhibit 3.5 LIMITED LIABILITY COMPANY AGREEMENT OF MAHI LLC This Limited Liability Company Agreement (together with the schedules attached hereto, as amended and restated from time to time, this Agreement) of Mahi LLC, a Delaware limited liability company (the Company), is entered into as of the 27th day of April, 2018, by Marathon Petroleum Corporation, a Delaware corporation as sole m |
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| October 1, 2018 |
Certificate of Formation of Mahi LLC (n/k/a Andeavor LLC), dated April 27, 2018. EX-3.3 Exhibit 3.3 CERTIFICATE OF FORMATION -of- MAHI LLC The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Title 6, Chapter 18, Delaware Code, Section 18-101 et seq. (the “Act”), hereby certifies as follows: 1. Name of Limited Liability Company. The name of the limited liability company formed here |
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| October 1, 2018 |
Amended and Restated Certificate of Incorporation of Andeavor, dated October 1, 2018. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ANDEAVOR (AS OF OCTOBER 1, 2018) FIRST. The name of the corporation is Andeavor. SECOND. The address of the corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, County of New Castle. The name of its registered agent at such address is The Cor |
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| October 1, 2018 |
Amended and Restated Bylaws of Andeavor, dated October 1, 2018. EX-3.2 Exhibit 3.2 ANDEAVOR AMENDED AND RESTATED BYLAWS OCTOBER 1, 2018 TABLE OF CONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1. Time and Place of Meetings 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 1 Section 5. Quorum 2 Section 6. Voting 2 Section 7. Action Without Meeting 3 ARTICLE II DIRECTORS 5 Section 1. Powers 5 Section 2. Number a |
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| October 1, 2018 |
As filed with the Securities and Exchange Commission on October 1, 2018 Registration No. |
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| October 1, 2018 |
As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registration No. 333-25379 Registration No. 033- |
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| October 1, 2018 |
S-8 POS 1 andvs-8posoct1.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registratio |
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| October 1, 2018 |
S-8 POS 1 andvs-8posoct1.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registratio |
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| October 1, 2018 |
As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registration No. 333-25379 Registration No. 033- |
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| October 1, 2018 |
As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registration No. 333-25379 Registration No. 033- |
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| October 1, 2018 |
As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registration No. 333-25379 Registration No. 033- |
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| October 1, 2018 |
As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registration No. 333-25379 Registration No. 033- |
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| October 1, 2018 |
As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registration No. 333-25379 Registration No. 033- |
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| October 1, 2018 |
S-8 POS 1 andvs-8posoct1.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registratio |
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| October 1, 2018 |
As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registration No. 333-25379 Registration No. 033- |
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| October 1, 2018 |
As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registration No. 333-25379 Registration No. 033- |
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| October 1, 2018 |
S-8 POS 1 andvs-8posoct1.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333-224688 Registration No. 333-218424 Registration No. 333-207843 Registration No. 333-188405 Registration No. 333-176132 Registration No. 333-174132 Registration No. 333-156268 Registration No. 333-120716 Registration No. 333-112427 Registration No. 333-39070 Registratio |
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| October 1, 2018 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 12, 2018, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d |
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| September 24, 2018 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K 1 andv8-k9x24x18.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): September 24, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporatio |
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| September 24, 2018 |
Exhibit 99.1 Andeavor Stockholders Approve Merger of Marathon Petroleum Corp. and Andeavor SAN ANTONIO, TX – September 24, 2018 – Stockholders of both Andeavor (NYSE: ANDV) and Marathon Petroleum Corporation (NYSE: MPC) today voted to approve the merger of MPC and Andeavor. At separate special stockholders’ meetings, Andeavor stockholders approved the adoption of the previously disclosed agreement |
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| September 18, 2018 |
EX-99.1 Exhibit 99.1 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or |
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| September 18, 2018 |
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 18, 2018 (September 13, 2018) Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporati |
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| September 18, 2018 |
EX-99.4 Exhibit 99.4 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or |
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| September 18, 2018 |
EX-2.1 Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”), dated as of September 18, 2018, is by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub |
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| September 18, 2018 |
EX-99.2 Exhibit 99.2 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or |
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| September 18, 2018 |
EX-99.3 Exhibit 99.3 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or |
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| September 18, 2018 |
EX-99.2 Exhibit 99.2 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or |
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| September 18, 2018 |
EX-99.4 6 d623272dex994.htm EX-99.4 Exhibit 99.4 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities |
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| September 18, 2018 |
EX-99.1 Exhibit 99.1 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or |
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| September 18, 2018 |
EX-99.3 Exhibit 99.3 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or |
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| September 18, 2018 |
EX-2.1 Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”), dated as of September 18, 2018, is by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub |
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| September 18, 2018 |
TSO / ANDEAVOR FORM 8-K (Prospectus) 425 1 d623272d8k.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 18, 2018 (September 13, 2018) Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisd |
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| September 18, 2018 |
Exhibit 99.2 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or any rel |
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| September 18, 2018 |
MPC / Marathon Petroleum Corp. 8-K (Prospectus) 425 1 mpc8-kagreement.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) September 18, 2018 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jur |
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| September 18, 2018 |
Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”), dated as of September 18, 2018, is by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), a |
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| September 18, 2018 |
Exhibit 99.4 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or any rel |
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| September 18, 2018 |
Exhibit 99.1 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or any rel |
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| September 18, 2018 |
Exhibit 99.3 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the Registration Statement on Form S-4 of Marathon Petroleum Corporation (“MPC”) and all amendments thereto (the “Registration Statement”), any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, or any rel |
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| September 14, 2018 |
8-K 1 d626730d8k.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): September 14, 2018 Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) ( |
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| September 14, 2018 |
TSO / ANDEAVOR 8-K (Prospectus) 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 14, 2018 Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| September 14, 2018 |
EX-4.4 Exhibit 4.4 ANDEAVOR AND U.S. BANK NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of September 13, 2018 to Indenture Dated as of December 21, 2017 3.800% Senior Notes due 2028 4.500% Senior Notes due 2048 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 13, 2018, is by and between Andeavor, a Delaware corporation (the “Compan |
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| September 14, 2018 |
Entry into a Material Definitive Agreement, 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): September 13, 2018 Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File |
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| September 14, 2018 |
EX-4.1 Exhibit 4.1 ANDEAVOR AND U.S. BANK NATIONAL ASSOCIATION, as Trustee SUPPLEMENTAL INDENTURE Dated as of September 13, 2018 to Indenture Dated as of September 27, 2012 5.375% Senior Notes due 2022 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 13, 2018, is by and between Andeavor, a Delaware corporation (the “Company”), and U.S. Bank National Association, a |
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| September 14, 2018 |
EX-4.2 Exhibit 4.2 ANDEAVOR AND U.S. BANK NATIONAL ASSOCIATION, as Trustee SUPPLEMENTAL INDENTURE Dated as of September 13, 2018 to Indenture Dated as of March 18, 2014 5.125% Senior Notes due 2024 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 13, 2018, is by and between Andeavor, a Delaware corporation (the “Company”), and U.S. Bank National Association, as tr |
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| September 14, 2018 |
EX-4.3 Exhibit 4.3 ANDEAVOR AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 13, 2018 to Indenture Dated as of December 22, 2016 4.750% Senior Notes due 2023 5.125% Senior Notes due 2026 THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 13, 2018, is by and between Andeavor, a Delaware corporation (the “Company” |
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| September 14, 2018 |
MPC / Marathon Petroleum Corp. 8-K (Prospectus) 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 14, 2018 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (C |
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| September 13, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following press release was issued by Marathon Petroleum Corporation on September 13, 2018. Marathon Petroleum Corporation and Andeavor announce successful early note exchange tender period FINDLAY, Ohi |
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| September 13, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following press release was issued by Marathon Petroleum Corporation and Andeavor on September 13, 2018. Marathon Petroleum Corporation and Andeavor announce successful early note exchange tender period FINDLAY, Ohio, and |
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| September 5, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 An audio replay of a presentation made by Marathon Petroleum Corporation (“MPC”) at the Barclays 2018 CEO Energy-Power Conference in New York, New York, reflected in the transcript below, was made available |
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| September 5, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following presentation was first made available by Marathon Petroleum Corporation on its website and at the Barclays 2018 CEO Energy-Power Conference in New York, New York on September 5, 2018. |
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| August 31, 2018 |
Exhibit 10.2 364-DAY REVOLVING CREDIT AGREEMENT dated as of August 28, 2018, among MARATHON PETROLEUM CORPORATION, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, BARCLAYS BANK PLC, CITIBANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MIZUHO BANK, LTD., MUFG BANK, LTD. and RBC CAPITAL MARKETS,1 a |
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| August 31, 2018 |
Exhibit 10.1 FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of August 28, 2018, among MARATHON PETROLEUM CORPORATION, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, BARCLAYS BANK PLC, CITIBANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MIZUHO BANK, LTD., MUFG BANK, LTD. and RBC CAPITAL MARKETS,1 |
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| August 31, 2018 |
MPC / Marathon Petroleum Corp. 8-K (Prospectus) 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 28, 2018 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Comm |
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| August 29, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following press release was issued by Marathon Petroleum Corporation on August 29, 2018. Marathon Petroleum Corporation Commences Exchange Offers and Andeavor Commences Consent Solicitations FINDLAY, Oh |
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| August 29, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following press release was issued by Marathon Petroleum Corporation and Andeavor on August 29, 2018. Marathon Petroleum Corporation Commences Exchange Offers and Andeavor Commences Consent Solicitations FINDLAY, Ohio, and |
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| August 10, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following email was distributed to employees of Andeavor on August 10, 2018. Additional Executive Leadership Positions Dear Andeavor Team, As part of the ongoing integration planning, Gary Heminger, Chairman and CEO of Mar |
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| August 10, 2018 |
MPC executive C. Michael Palmer announces retirement and will continue as executive vice president to assist in integration FINDLAY, Ohio, Aug. 10, 2018 - C. Michael Palmer, MPC's senior vice president of Supply, Distribution, and Planning, has elected to retire effective Jan. 1, 2019. Palmer has been named executive vice president, assisting in the integration of MPC and Andeavor upon closing of |
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| August 10, 2018 |
MPC / Marathon Petroleum Corp. 8-K (Prospectus) 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 10, 2018 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Comm |
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| August 10, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following press release was issued by Marathon Petroleum Corporation on August 10, 2018. Marathon Petroleum Corp. announces additional executives leading combined company after closing Andeavor transact |
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| August 10, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following email was sent on August 10, 2018 to Marathon Petroleum Corporation employees. From: Gary R. Heminger, Chairman and CEO To: All employees Subject: Additional MPC Executive Leadership Positions |
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| August 10, 2018 |
ANDV / Andeavor Corp. / TESORO CORP /NEW/ - SC 13D AMENDMENT NO. 14 Activist Investment SC 13D Amendment No. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Andeavor Logistics LP (Name of Issuer) Common Units (Title of Class of Securities) 03350F106 (CUSIP Number) Kim K. W. Rucker Executive Vice President, General Counsel and Secretary 19100 Ridgewood Parkway San Antonio, Texas 78259 |
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| August 7, 2018 |
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 6, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 001-3473 95-0862768 (State or other jurisdiction of incorporation) Commission File Number) |
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| August 7, 2018 |
EX-2.1 Exhibit 2.1 Execution Version CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance and Assumption Agreement (this “Agreement”), effective as of August 6, 2018 (the “Effective Date”), is by and among Andeavor Logistics LP (the “Partnership”), Tesoro Logistics Operations LLC (the “Operating Company”), Tesoro Logistics Pipelines LLC (“TLP”), Western Refining Terminal |
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| August 7, 2018 |
EX-10.1 Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED SCHEDULES TO FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT A Fourth Amended and Restated Omnibus Agreement was executed as of October 30, 2017 (the “Fourth Amended and Restated Omnibus Agreement”), among Andeavor, on behalf of itself and the other Andeavor Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., T |
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| August 7, 2018 |
Exhibit 2.6 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 3, 2018, is by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), and Mahi LLC, a Delaware lim |
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| August 7, 2018 |
Exhibit 10.3 AMENDMENT NO. 1 TO MARTINEZ STORAGE SERVICES AGREEMENT This Amendment No. 1 to Martinez Storage Services Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of November 21, 2016, is made and entered into by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), and Tesoro Logistics Operations LLC, a Delaware limited l |
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| August 7, 2018 |
TSO / ANDEAVOR 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 1‑3473 ANDEAVOR (Exact |
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| August 7, 2018 |
Exhibit 10.4 AMENDMENT NO. 1 TO ALASKA TERMINALLING SERVICES AGREEMENT This Amendment No. 1 to Alaska Terminalling Services Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of September 16, 2016, is made and entered into by and among Tesoro Alaska Company LLC, a Delaware limited liability company (“Customer”), Tesoro Logistics Operations LLC, a Delaware limited liability |
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| August 7, 2018 |
Exhibit 10.2 AMENDMENT NO. 1 TO AVON MARINE TERMINAL USE AND THROUGHPUT AGREEMENT This Amendment No. 1 to Avon Marine Terminal Use and Throughput Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of January 1, 2017, is made and entered into by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), and Tesoro Logistics Operations |
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| August 7, 2018 |
EX-10.1 3 andv2q201810-qex101xkenais.htm AMENDMENT NO. 1 TO KENAI STORAGE SERVICES AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO KENAI STORAGE SERVICES AGREEMENT This Amendment No. 1 to Kenai Storage Services Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of July 1, 2016, is made and entered into by and between Tesoro Alaska Company LLC, a Delaware limited liability company |
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| August 6, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following press release was issued by Andeavor on August 6, 2018. Andeavor Reports Second Quarter 2018 Results • Reported quarterly earnings of $515 million, or $3.38 per diluted share, consolidated net earnings of $582 mi |
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| August 6, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following are excerpts of remarks relating to the proposed merger between Andeavor and Marathon Petroleum Corporation presented during a webcast released by Andeavor on August 6, 2018. An audio replay of the webcast reflec |
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| August 6, 2018 |
Exhibit 99.1 Andeavor Reports Second Quarter 2018 Results • Reported quarterly earnings of $515 million, or $3.38 per diluted share, consolidated net earnings of $582 million and EBITDA of $1,150 million • Subject to approval of shareholders and customary closing conditions, expecting to close strategic combination with Marathon on October 1, 2018; Andeavor shareholder meeting scheduled for Septem |
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| August 6, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 andv2q20188-kearningsrelea.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 6, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of inco |
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| August 3, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) Marathon Petroleum Corp. and Andeavor announce filing of definitive proxy statement FINDLAY, Ohio, and SAN ANTONIO, Texas, August 3, 2018 - Marathon Petroleum Corp. (NYSE: MPC) and Andeavor (NYSE: ANDV) today filed a joint def |
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| August 3, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following press release was issued by Marathon Petroleum Corporation on August 3, 2018. Marathon Petroleum Corp. and Andeavor announce filing of definitive proxy statement FINDLAY, Ohio, and SAN ANTONIO |
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| August 3, 2018 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 26, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 An audio replay of the conference call reflected in the following transcript was made available by Marathon Petroleum Corporation on its website on July 26, 2018. Forward Looking Statements This communicati |
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| July 26, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following slides were made available by Marathon Petroleum Corporation on its website on July 26, 2018. |
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| July 26, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following press release was issued by Marathon Petroleum Corporation on July 26, 2018. Marathon Petroleum Corp. reports second-quarter 2018 results • Reported second-quarter earnings of $1.06 billion, o |
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| July 25, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following email was sent on July 25, 2018 to Marathon Petroleum Corporation employees. Subject: MPC Executive Leadership From: Gary R. Heminger Since MPC and Andeavor announced the strategic combination |
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| July 25, 2018 |
MPC / Marathon Petroleum Corp. 8-K (Prospectus) 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 25, 2018 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commis |
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| July 25, 2018 |
Marathon Petroleum Corp. announces post-combination executive leadership team Marathon Petroleum Corp. announces post-combination executive leadership team FINDLAY, Ohio, July 25, 2018 – Marathon Petroleum Corp. (NYSE: MPC) announced today the executive team that will lead the combined company upon the closing of the combination of MPC and Andeavor (NYSE: ANDV). The new team will include executives from both MPC and Andeavor, leading a premier U.S. refining, marketing and m |
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| July 25, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following email was distributed to employees of Andeavor on July 25, 2018. From: Gary R. Heminger, Chairman and CEO To: All employees Subject: MPC Executive Leadership Since MPC and Andeavor announced the strategic combina |
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| July 3, 2018 |
MPC / Marathon Petroleum Corp. 8-K (Prospectus) 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 3, 2018 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commiss |
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| July 3, 2018 |
Marathon Petroleum Corp. and Andeavor announce expiration of HSR Act waiting period Marathon Petroleum Corp. and Andeavor announce expiration of HSR Act waiting period FINDLAY, Ohio, and SAN ANTONIO, Texas, July 3, 2018 - Marathon Petroleum Corp. (NYSE: MPC) and Andeavor (NYSE: ANDV) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired in connection with the proposed transaction whereby MPC would acquire all of Andeavo |
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| July 3, 2018 |
Financial Statements and Exhibits, Other Events 8-K 1 andv8-k7318.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): July 3, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commi |
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| July 3, 2018 |
Marathon Petroleum Corp. and Andeavor announce expiration of HSR Act waiting period Exhibit 99.1 Marathon Petroleum Corp. and Andeavor announce expiration of HSR Act waiting period FINDLAY, Ohio, and SAN ANTONIO, Texas, July 3, 2018 - Marathon Petroleum Corp. (NYSE: MPC) and Andeavor (NYSE: ANDV) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired in connection with the proposed transaction whereby MPC would acquire a |
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| July 3, 2018 |
TSO / ANDEAVOR 8-K (Prospectus) 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 3, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em |
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| July 3, 2018 |
Marathon Petroleum Corp. and Andeavor announce expiration of HSR Act waiting period Exhibit 99.1 Marathon Petroleum Corp. and Andeavor announce expiration of HSR Act waiting period FINDLAY, Ohio, and SAN ANTONIO, Texas, July 3, 2018 - Marathon Petroleum Corp. (NYSE: MPC) and Andeavor (NYSE: ANDV) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired in connection with the proposed transaction whereby MPC would acquire a |
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| June 18, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ………………to ………………… Commission File Number 1-3473 A. Full title of |
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| June 12, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following updated questions and answers were made available to Andeavor employees. June 11, 2018 Questions and Answers Understandably, there are many questions regarding the transaction and integration planning process. Al |
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| June 6, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following slides were made available by Marathon Petroleum Corporation on its website on June 6, 2018. |
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| June 6, 2018 |
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 6, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em |
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| June 6, 2018 |
TSO / ANDEAVOR 8-K (Prospectus) 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 6, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em |
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| June 6, 2018 |
EX-99.1 2 juneinvestors2018finalfl.htm EXHIBIT 99.1 |
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| June 6, 2018 |
MPC / Marathon Petroleum Corp. 8-K (Prospectus) 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 6, 2018 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commiss |
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| May 23, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following email was distributed to employees of Andeavor with long-term incentive awards on May 22, 2018 at 6:08 p.m. CT. Andeavor Long-Term Incentive Programs You are receiving this email because you participate in Andeav |
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| May 23, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following email was distributed to employees of Andeavor on May 22, 2018 at 6:03 p.m. CT. May 22, 2018 Strategic Combination Q&A From pay and benefits to years of service, employees have many questions about how the pendin |
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| May 15, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following slides were made available by Marathon Petroleum Corporation on its website on May 15, 2018. |
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| May 14, 2018 |
ANDV / Andeavor Corp. / Foster Paul L - AMENDMENT NO. 2 TO SC 13D Activist Investment Amendment No. 2 to SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Andeavor (Name of Issuer) Common Stock, $0.16 2⁄3 par value (Title of Class of Securities) 881609101 |
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| May 11, 2018 |
TSO / ANDEAVOR 425 (Prospectus) 425 Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) On May 11, 2018, Andeavor updated the previously filed Marathon Petroleum Corporation and Andeavor Strategic Combination presentation dated April 30, 2018, with the below slide. Forward Looking Statements This communicatio |
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| May 10, 2018 |
TSO / ANDEAVOR 425 (Prospectus) 425 Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following is a presentation that was delivered by Gary Heminger, Marathon Petroleum Corporation’s Chief Executive Officer, at a Townhall for Andeavor employees held on May 10, 2018. An Introduction to MPC Chairman and |
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| May 10, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 On May 10, 2018, the Corporation updated the previously filed Marathon Petroleum Corp. and Andeavor Strategic Combination presentation dated April 30, 2018, with the below slide. This communication contains |
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| May 10, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following presentation was used by Marathon Petroleum Corporation Chairman and Chief Executive Officer Gary R. Heminger in speaking with Andeavor employees on May 10, 2018. An Introduction to MPC Chairm |
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| May 9, 2018 |
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 4, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp |
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| May 9, 2018 |
ANDV / Andeavor Corp. / Marathon Petroleum Corp - SC 13D Activist Investment SC 13D 1 mpc13dandeavor.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Andeavor (Name of Issuer) Common Stock, par value of $0.16 2⁄3 per share (Title of Class of Securities) 03349M105 (CUSIP Number) Molly R. Benson Vice President, Corporate Secretary and Chief Compliance Officer Marathon Petroleum Corporati |
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| May 8, 2018 |
TSO / ANDEAVOR 425 (Prospectus) 425 Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following email was distributed to certain employees of Andeavor that subscribed to the Daily News Summary. Full text of certain news articles included in the Daily News Summary was included in this filing pursuant to |
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| May 8, 2018 |
Exhibit 2.4 FIRST AMENDMENT TO CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This First Amendment to Contribution, Conveyance and Assumption Agreement (this “Amendment”), dated January 1, 2018, but effective as of November 8, 2017 (the “Amendment Effective Date”), is by and among Andeavor Logistics LP, a Delaware limited partnership (the “Partnership”), Tesoro Logistics GP, LLC, a Delaware lim |
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| May 8, 2018 |
TSO / ANDEAVOR 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 1‑3473 ANDEAVOR (Exac |
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| May 7, 2018 |
TSO / ANDEAVOR 425 (Prospectus) Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following email was distributed to employees of Andeavor on May 7, 2018. Click here for mobile format Monday, May 7, 2018 Andeavor News | Competitor News | Industry News Andeavor News Superior refinery fire is reminder of |
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| May 7, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 andv1q20188-kearningsrelea.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 7, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorpo |
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| May 7, 2018 |
EX-99.1 2 andv1q2018ex991earningsrel.htm EARNINGS RELEASE Exhibit 99.1 Andeavor Reports First Quarter 2018 Results • Reported quarterly earnings of $164 million, or $1.07 per diluted share, consolidated net earnings of $237 million and EBITDA of $680 million • Returned $348 million to shareholders in dividends and share repurchases • Announced strategic combination with Marathon Petroleum Corp. • |
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| May 4, 2018 |
Andeavor 2018 Long-Term Incentive Plan EX-99.1 4 s-8may2018ex991.htm ANDEAVOR 2018 LONG-TERM INCENTIVE PLAN Exhibit 99.1 Andeavor 2018 Long-Term Incentive Plan 1. Purpose The purpose of the Andeavor 2018 Long-Term Incentive Plan (the “Plan”) is to advance the interests of Andeavor (the “Company”) by stimulating the efforts of employees, officers, non-employee directors and other service providers, in each case who are selected to be pa |
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| May 4, 2018 |
S-8 1 s-8may2018.htm FORM S-8 As filed with the Securities and Exchange Commission on May 4, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANDEAVOR (Exact Name of Registrant as Specified in its Charter) Delaware 95-0862768 (State or Other Jurisdiction of Incorporation) (I.R.S. Emp |
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| May 4, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following transcript is of a television interview conducted by a third party that was made available to employees of Marathon Petroleum Corporation on May 4, 2018. Bloomberg 5/3/18 8:13:16 a.m.-8:23:16 |
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| May 4, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following transcript is of a television interview conducted by a third party that was made available to employees of Marathon Petroleum Corporation on May 4, 2018. Fox Business Network 5/3/2018 6:35:45 |
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| May 4, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following transcript is of a radio interview conducted by a third party that was made available to employees of Marathon Petroleum Corporation on May 4, 2018. WJR-760 AM 5/2/2018 7:23:08 AM - 7:33:08 AM |
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| May 1, 2018 |
TSO / ANDEAVOR 425 (Prospectus) 425 Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following is a letter sent by Gregory Goff, Andeavor’s Chair, President and Chief Executive Officer, to certain leaders at Andeavor on April 30, 2018 in connection with the merger between Andeavor and Marathon Petroleu |
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| May 1, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG ANDEAVOR, MARATHON PETROLEUM CORPORATION, MAHI INC. AND MAHI LLC Dated as of April 29, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIMES 1 1.1 The First Merger 1 1.2 The Second Merger 2 1.3 Closing 2 1.4 Effective Times 2 1.5 Tax Consequences 3 ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING CORPO |
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| May 1, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d575067d8k.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 30, 2018 (April 29, 2018) Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction o |
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| May 1, 2018 |
EX-99.1 3 d575067dex991.htm EXHIBIT 99.1 Exhibit 99.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 29, 2018, by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware Corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), |
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| May 1, 2018 |
TSO / ANDEAVOR FORM 8-K (Prospectus) 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 30, 2018 (April 29, 2018) Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Com |
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| May 1, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG ANDEAVOR, MARATHON PETROLEUM CORPORATION, MAHI INC. AND MAHI LLC Dated as of April 29, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIMES 1 1.1 The First Merger 1 1.2 The Second Merger 2 1.3 Closing 2 1.4 Effective Times 2 1.5 Tax Consequences 3 ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING CORPO |
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| May 1, 2018 |
EX-99.1 3 d575067dex991.htm EXHIBIT 99.1 Exhibit 99.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 29, 2018, by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware Corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), |
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| April 30, 2018 |
TSO / ANDEAVOR 425 (Prospectus) 425 Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The Company issued the following communication to certain members of management on April 30, 2018 in connection with the merger between Andeavor and Marathon Petroleum Corporation. EXTERNAL Q&A SECTIONS • GENERAL • INVESTO |
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| April 30, 2018 |
TSO / ANDEAVOR 425 (Prospectus) 425 Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following is a form letter that was disseminated to stakeholders on April 30, 2018 in connection with the merger between Andeavor and Marathon Petroleum Corporation. Dear [Stakeholder], I am very pleased to share some |
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| April 30, 2018 |
TSO / ANDEAVOR 425 (Prospectus) 425 Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following is a transcript of an investor call held on April 30, 2018 in connection with the merger between Andeavor and Marathon Petroleum Corporation. 30-Apr-2018 Marathon Petroleum Corp. (MPC) Marathon Petroleum Corp |
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| April 30, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 An audio replay of the conference call reflected in the following transcript was made available by Marathon Petroleum Corporation on its website on April 30, 2018. This communication contains forward-lookin |
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| April 30, 2018 |
TSO / ANDEAVOR 425 (Prospectus) 425 Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following is a letter from Gregory Goff, Andeavor’s Chairman, President and Chief Executive, sent to Andeavor employees on April 30, 2018 in connection with the merger between Andeavor and Marathon Petroleum Corporatio |
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| April 30, 2018 |
TSO / ANDEAVOR 425 (Prospectus) 425 1 d578193d425.htm 425 Filed by Andeavor (Commission File No. 001-03473) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor (Commission File No. 001-03473) The following is a transcript of a video presentation made by Gregory Goff, Andeavor’s Chairman, President and Chief Executive, to Andeavor employees on April 30, 2018 in connection with the merger be |
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| April 30, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following email was sent to certain investors on April 30, 2018. This morning we announced our agreement for a strategic transaction with Andeavor. The combination of our two successful companies will c |
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| April 30, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following communications were posted to Marathon Petroleum Corporation social media accounts on April 30, 2018: This communication contains forward-looking statements within the meaning of federal secur |
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| April 30, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following document was made available to certain management personnel within Marathon Petroleum Corporation on April 30, 2018. LEADER GUIDE: MPC and Andeavor combination creates a leading U.S. refining, |
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| April 30, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following is a transcript of a video recorded by the Marathon Petroleum Corporation Chairman and Chief Executive Officer for employees, and distributed to employees by email on April 30, 2018. MPC and A |
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| April 30, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following email was sent on April 30, 2018 to employees of Speedway LLC, a wholly owned subsidiary of Marathon Petroleum Corporation. Subject: MPC and Andeavor Combine to Create A Leading U.S. Refining, |
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| April 30, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following email was sent on April 30, 2018 to Marathon Petroleum Corporation employees. Subject: MPC and Andeavor Combination to Create A Leading U.S. Refining, Midstream and Retail Company From: Gary R |
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| April 30, 2018 |
Marathon Petroleum and Andeavor Strategic Combination April 30, 2018 Exhibit 99.2 Exhibit 99.2 Marathon Petroleum and Andeavor Strategic Combination April 30, 2018 Forward Looking Statements This presentation contains forward-looking statements within the meaning of federal securities laws regarding Marathon Petroleum Corporation (“MPC“) and Andeavor (“ANDV”). These forward-looking statements relate to, among other things, the proposed transaction between MPC and A |
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| April 30, 2018 |
Financial Statements and Exhibits, 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): April 30, 2018 (April 30, 2018) Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Com |
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| April 30, 2018 |
EX-99.1 2 d577983dex991.htm EXHIBIT 99.1 Exhibit 99.1 Marathon Petroleum Corp. and Andeavor Combination to Create Leading U.S. Refining, Marketing, and Midstream Company • Creates a leading nationwide integrated energy company with an initial enterprise value greater than $90 billion1 • Substantially increases geographic diversification and scale positioning the company for long-term growth and va |
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| April 30, 2018 |
Marathon Petroleum and Andeavor Strategic Combination April 30, 2018 Exhibit 99.2 Exhibit 99.2 Marathon Petroleum and Andeavor Strategic Combination April 30, 2018 Forward Looking Statements This presentation contains forward-looking statements within the meaning of federal securities laws regarding Marathon Petroleum Corporation (“MPC“) and Andeavor (“ANDV”). These forward-looking statements relate to, among other things, the proposed transaction between MPC and A |
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| April 30, 2018 |
TSO / ANDEAVOR FORM 8-K (Prospectus) 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 30, 2018 (April 30, 2018) Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Com |
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| April 30, 2018 |
EX-99.1 2 d577983dex991.htm EXHIBIT 99.1 Exhibit 99.1 Marathon Petroleum Corp. and Andeavor Combination to Create Leading U.S. Refining, Marketing, and Midstream Company • Creates a leading nationwide integrated energy company with an initial enterprise value greater than $90 billion1 • Substantially increases geographic diversification and scale positioning the company for long-term growth and va |
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| April 30, 2018 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 29, 2018, by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware Corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), Mahi LLC, a Delaware limited liab |
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| April 30, 2018 |
MPC / Marathon Petroleum Corp. 8-K (Prospectus) 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 29, 2018 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) ( |
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| April 30, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG ANDEAVOR, MARATHON PETROLEUM CORPORATION, MAHI INC. AND MAHI LLC Dated as of April 29, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIMES 2 1.1 The First Merger 2 1.2 The Second Merger 2 1.3 Closing 2 1.4 Effective Times 2 1.5 Tax Consequences 3 ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING CORPO |
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| April 30, 2018 |
EX-99.2 Marathon Petroleum and Andeavor Strategic Combination April 30, 2018 Exhibit 99.2 Forward‐Looking Statements This presentation contains forward-looking statements within the meaning of federal securities laws regarding Marathon Petroleum Corporation (“MPC“) and Andeavor (“ANDV”). These forward-looking statements relate to, among other things, the proposed transaction between MPC and ANDV a |
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| April 30, 2018 |
EX-99.1 Exhibit 99.1 Marathon Petroleum Corp. and Andeavor Combination to Create Leading U.S. Refining, Marketing, and Midstream Company • Creates a leading nationwide integrated energy company with an initial enterprise value greater than $90 billion1 • Substantially increases geographic diversification and scale positioning the company for long-term growth and value creation • Immediately accret |
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| April 30, 2018 |
MPC / Marathon Petroleum Corp. 425 (Prospectus) Filed by Marathon Petroleum Corporation Commission File No.: 001-35054 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Andeavor Commission File No.: 001-03473 The following talking points were provided to certain Marathon Petroleum Corporation employees on April 30, 2018 for discussions with business partners, vendors and customers. This document is intended as b |
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| March 15, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| March 15, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| February 21, 2018 |
Exhibit 10.92 ANDEAVOR EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN (as AMENDED AND RESTATED EFFECTIVE AUGUST 1, 2017) ANDEAVOR EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN PREAMBLE The principal objective of this Executive Severance and Change in Control Plan (the "Plan") is to reduce uncertainty to select executives of the Company and its Subsidiaries in the event of certain fundamental even |
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| February 21, 2018 |
First Amendment to Board of Directors Deferred Compensation Trust, effective as of August 1, 2017 Exhibit 10.88 FIRST AMENDMENT TO TESORO PETROLEUM CORPORATION BOARD OF DIRECTORS DEFERRED COMPENSATION TRUST THIS FIRST AMENDMENT, dated as of the 17th day of August, 2017, is hereby adopted by Andeavor (the “Sponsor”) to be effective as of August 1, 2017; WITNESSETH: WHEREAS, the Sponsor (previously known as “Tesoro Petroleum Corporation”) and Frost National Bank (the “Trustee”) entered into the |
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| February 21, 2018 |
Andeavor Non-Employee Director Compensation Program Exhibit 10.91 ANDEAVOR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (Effective January 1, 2018) Andeavor’s director compensation program for 2018 provides for an annual retainer of $295,000, payable $135,000 in cash and $160,000 in restricted stock units (“RSUs”) representing the right to receive shares of common stock with dividend equivalent rights. The RSUs vest one year from the date of grant, w |
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| February 21, 2018 |
Exhibit 21.1 SUBSIDIARIES OF THE COMPANY Andeavor is publicly held and has no parent. Certain omitted subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” at the end of the year ended December 31, 2017. Name of Subsidiary Incorporated or Organized under Laws of 2Go Tesoro Company Delaware Andeavor Delaware Andeavor Field Services LLC Del |
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| February 21, 2018 |
Andeavor 2011 Long-Term Incentive Plan (as amended and restated) Exhibit 10.68 ANDEAVOR AMENDED AND RESTATED 2011 LONG-TERM INCENTIVE PLAN 1.Purpose The purpose of the Andeavor 2011 Long-Term Incentive Plan (the “Plan”) is to advance the interests of Andeavor (the “Company”) by stimulating the efforts of employees, officers, non-employee directors and other service providers, in each case who are selected to be participants, by heightening the desire of such pe |
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| February 21, 2018 |
Andeavor and Restated Andeavor Restoration Pension Plan, effective August 1, 2017 Exhibit 10.70 ANDEAVOR RESTORATION PENSION PLAN ARTICLE I GENERAL PROVISIONS 1.1 Establishment and Purpose. WHEREAS, Tesoro Corporation (the "Company") previously established the Tesoro Corporation Restoration Retirement Plan (the "Prior Plan") primarily for the purpose of providing benefits for a select group of management and highly compensated employees of the Company and its Subsidiaries that |
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| February 21, 2018 |
Amended and Restated Andeavor Supplemental Executive Retirement Plan effective August 1, 2017 Exhibit 10.93 ANDEAVOR SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AMENDED AND RESTATED EFFECTIVE AUGUST 1, 2017 ANDEAVOR SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PREAMBLE The principal objective of this Supplemental Executive Retirement Plan (the "Plan") is to ensure the payment of a competitive level of retirement income in order to attract, retain and motivate selected executives. The Plan was designe |
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| February 21, 2018 |
Exhibit 10.86 ANDEAVOR BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN (as amended and restated effective August 1, 2017) ANDEAVOR BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN TABLE OF CONTENTS Page ARTICLE I DEFINITIONS................................................................................................................ 1 1.1 ACCOUNT....................................................... |
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| February 21, 2018 |
Amended and Restated Andeavor Executive Deferred Compensation Plan effective January 1, 2016 Exhibit 10.69 ANDEAVOR EXECUTIVE DEFERRED COMPENSATION PLAN ARTICLE I GENERAL PROVISIONS 1.1 Establishment and Purpose. WHEREAS, Tesoro Corporation (the "Company") previously established the Tesoro Corporation Executive Deferred Compensation Plan (the "Plan"), as amended, primarily for the purpose of providing benefits for a select group of management and highly compensated employees of the Compan |
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| February 21, 2018 |
Amended and Restated Executive Security Plan, amended and restated as of August 1, 2017 Exhibit 10.66 ANDEAVOR EXECUTIVE SECURITY PLAN AMENDED AND RESTATED EFFECTIVE AUGUST 1, 2017 ANDEAVOR EXECUTIVE SECURITY PLAN PREAMBLE The principal objective of this Executive Security Plan (the "Plan") is to ensure the payment of a competitive level of retirement income in order to attract, retain and motivate selected executives. The Plan is designed to provide a benefit which, when added to ot |
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| February 21, 2018 |
ANDV / Andeavor Corp. FORM 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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 1‑3473 ANDEAVOR (Exact na |
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| February 20, 2018 |
Andeavor 2018 Market Stock Unit Award Grant Letter EX-10.3 4 ex103-marketstockgrantlett.htm EXHIBIT 10.3 Exhibit 10.3x Dear {Participant Name}: I am pleased to inform you that, effective February 13, 2018 (the "Award Date"), the Compensation Committee of the Board of Directors of Andeavor (the "Company"), pursuant to its authority under the Amended and Restated Andeavor Corporation 2011 Long-Term Incentive Plan (the "Plan"), has approved the follo |
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| February 20, 2018 |
Andeavor 2018 Performance Share Award Grant Letter Document Exhibit 10.1 Dear {First Name Last Name}: I am pleased to inform you that, effective February 13, 2018 (the " Award Date "), the Compensation Committee of the Board of Directors of Andeavor (the " Company "), pursuant to its authority under the Amended and Restated Andeavor Corporation 2011 Long-Term Incentive Plan (the " Plan "), has approved the following long-term incentive award (the |
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| February 20, 2018 |
Andeavor Market Stock Unit Awards Granted in 2018 Summary of Key Provisions EX-10.4 5 ex104-marketstockplansumma.htm EXHIBIT 10.4 Exhibit 10.4 Market Stock Unit Award Granted in 2017 4 Market Stock Unit Award Granted in 2018 Summary of Key Provisions Purpose s To advance the interests of Andeavor (the “Company”) by motivating plan participants to contribute to the long-term success and progress of the Company. Eligibility s All senior executives and employees in the Compa |
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| February 20, 2018 |
Andeavor Performance Share Awards Granted in 2018 Summary of Key Provisions EX-10.2 3 ex102-perfsharekeyprovisio.htm EXHIBIT 10.2 Exhibit 10.2 Performance Share Award Granted in 2018 Summary of Key Provisions Purpose ● To advance the interests of Andeavor (“the Company”) by motivating plan participants to contribute to the long-term success and progress of the Company. Eligibility ● All senior executives and employees in the Company as approved by the Compensation Committ |
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| February 20, 2018 |
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 13, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File |
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| February 15, 2018 |
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): February 15, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File N |
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| February 15, 2018 |
Three Months Ended December 31, EX-99.1 2 andv4q2017ex991earningsrel.htm EXHIBIT 99.1 Exhibit 99.1 Andeavor Reports Fourth Quarter and Full Year 2017 Results Financial Highlights • Reported full year earnings of $1.5 billion, or $10.81 per diluted share, consolidated net earnings of $1.7 billion and EBITDA of $2.6 billion, which includes $222 million of acquisition and integration costs • Reported quarterly earnings of $879 mill |
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| February 14, 2018 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
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| February 14, 2018 |
ANDV / Andeavor Corp. / Point72 Asset Management, L.P. - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 a23814066a.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ANDEAVOR (Name of Issuer) Common Stock, Par Value $0.16⅔ Per Share (Title of Class of Securities) 03349M105 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appro |
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| February 13, 2018 |
ANDV / Andeavor Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ANDEAVOR (Name of Issuer) Common Stock (Title of Class of Securities) 03349M105 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1 |
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| February 12, 2018 |
ANDV / Andeavor Corp. / VANGUARD GROUP INC Passive Investment andeavor.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Andeavor Title of Class of Securities: Common Stock CUSIP Number: 03349M105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the r |
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| January 30, 2018 |
Exhibit Exhibit 99.1 Andeavor Provides Preliminary Fourth Quarter 2017 Results and Impacts Related to Federal Tax-Reform Legislation SAN ANTONIO, TEXAS ? January 30, 2018 ? Andeavor (NYSE: ANDV) today provided preliminary information regarding its financial results and highlights for the fourth quarter 2017 as well as the impact of the recently enacted Federal Tax Cuts and Jobs Act. The Company ex |
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| January 30, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 andv4q20178-kprexrelease.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): January 30, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of inco |
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| January 2, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 andv8-kxwolferesearchconfe.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): January 2, 2018 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of inc |
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| January 2, 2018 |
wolferesearchpresentatio Creating Superior Value Go for Extraordinary 2018 Wolfe Research 4th Annual Refiners Conference January 3, 2018 EXHIBIT 99. |
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| December 21, 2017 |
Andeavor Announces Closing of $1 Billion of Inaugural Investment Grade Senior Notes EX-99.1 5 d501618dex991.htm EX-99.1 Exhibit 99.1 Andeavor Announces Closing of $1 Billion of Inaugural Investment Grade Senior Notes SAN ANTONIO, TEXAS – December 21, 2017 - Andeavor (NYSE: ANDV) announced today that it completed a public offering of $500,000,000 of 3.800% Senior Notes due 2028 (the “2028 Notes”) and $500,000,000 of 4.500% Senior Notes due 2048 (the “2048 Notes” and, together with |
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| December 21, 2017 |
EX-4.2 3 d501618dex42.htm EX-4.2 Exhibit 4.2 EXECUTION VERSION ANDEAVOR FIRST SUPPLEMENTAL INDENTURE $500,000,000 3.800% Senior Notes due 2028 $500,000,000 4.500% Senior Notes due 2048 This FIRST SUPPLEMENTAL INDENTURE, dated as of December 21, 2017 (this “First Supplemental Indenture”), to the Base Indenture (as defined below), among ANDEAVOR, a Delaware corporation, and U.S. BANK NATIONAL ASSOCI |
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| December 21, 2017 |
EX-4.1 2 d501618dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION ANDEAVOR INDENTURE Dated as of December 21, 2017 U.S. Bank National Association Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 10 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 10 SECTION 1.04 Rules of Construction 11 ARTICL |
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| December 21, 2017 |
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): December 21, 2017 Andeavor (Exact name of registrant as specified in its charter) Delaware 001-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File |
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| December 15, 2017 |
EX-1.1 Exhibit 1.1 Execution Version Andeavor $500,000,000 3.800% Senior Notes due 2028 $500,000,000 4.500% Senior Notes due 2048 Underwriting Agreement December 14, 2017 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Mizuho Securities USA LLC 320 Park Avenue ? 12th Floor New York, New York 10022 MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th Floor New |
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| December 15, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d475254d8k.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): December 14, 2017 Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State of Incorporation) (Commission File Nu |
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| December 15, 2017 |
Final Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. |
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| December 15, 2017 |
424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-221504 PROSPECTUS Andeavor Offers to Exchange Up to $850,000,000 aggregate principal amount of new 4.750% Senior Notes due 2023 registered under the Securities Act of 1933, for any and all outstanding unregistered 4.750% Senior Notes due 2023, and Up to $750,000,000 aggregate principal amount of new 5.125% Senior Not |
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| December 14, 2017 |
FWP Filed pursuant to Rule 433 Issuer Free Writing Prospectus, dated December 14, 2017 Supplementing the Preliminary Prospectus Supplement, dated December 14, 2017 Registration No. |
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| December 14, 2017 |
SUBJECT TO COMPLETION, DATED DECEMBER 14, 2017 Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(3) File No. |
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| December 13, 2017 |
Acceleration Request [Andeavor Letterhead] December 13, 2017 Via EDGAR Karina Dorin, United States Securities and Exchange Commission, Division of Corporation Finance, 100 F Street, N. |
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| December 6, 2017 |
ANDV / Andeavor Corp. / Foster Paul L - SC 13D AMENDMENT NO. 1 Activist Investment SC 13D/A 1 d470354dsc13da.htm SC 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Andeavor (Name of Issuer) Common Stock, $0.16 2⁄3 par value (Title of Cla |
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| November 13, 2017 |
Exchange and Registration Rights Agreement, dated as of December 22, 2016. EX-4.4 Exhibit 4.4 Tesoro Corporation $850,000,000 4.750% Senior Notes Due 2023 $750,000,000 5.125% Senior Notes Due 2026 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors from time to time party hereto Exchange and Registration Rights Agreement December 22, 2016 Goldman, Sachs & Co., As representative of the several Purchasers named in Sche |
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| November 13, 2017 |
Form of 4.750% Global Note due 2023. EX-4.2 Exhibit 4.2 [FORM OF FACE OF NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), TO ANDEAVOR OR ANY SUCCESSOR THERETO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPR |
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| November 13, 2017 |
Form of 5.125% Global Note due 2026. Exhibit 4.3 [FORM OF FACE OF NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), TO ANDEAVOR OR ANY SUCCESSOR THERETO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTAT |
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| November 13, 2017 |
EX-99.1 10 d489370dex991.htm EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL Relating to Andeavor Offers to Exchange Up to $850,000,000 Principal Amount Outstanding of Unregistered 4.750% Senior Notes due 2023 (CUSIP Nos. 881609 BB6, U88149 AK2; ISIN Nos.: US881609BB61, USU88149AK22) for a Like Principal Amount of 4.7500% Senior Notes due 2026 which have been registered under the Securities Act of 1933 |
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| November 13, 2017 |
List of principal subsidiaries of Andeavor. EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE COMPANY Andeavor is publicly held and has no parent. Certain omitted subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a ?significant subsidiary? at November 13, 2017. Name of Subsidiary Incorporated or Organized under Laws of Andeavor Logistics LP Delaware Ascarate Group LLC Delaware Ciniza Production Company New Mexico |
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| November 13, 2017 |
EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer |
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| November 13, 2017 |
Powers of Attorney of Officers and Directors (included on signature pages). Form S-4 Table of Contents As filed with the Securities and Exchange Commission on November 13, 2017 Registration No. |
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| November 13, 2017 |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended. EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer |
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| November 13, 2017 |
Computation of Ratio of Earnings to Fixed Charges. EX-12.1 Exhibit 12.1 Computation of Earnings to Fixed Charges Nine Months Ended September 30, Year Ended December 31, 2017 2016 2015 2014 2013 2012 (In millions) Earnings before income taxes, less equity in earnings $ 1,111 $1,264 $ 2,623 $ 1,454 $ 669 $ 1,430 Fixed charges 361 362 308 312 226 235 Distributions received from unconsolidated affiliates 26 39 22 29 13 ? Capitalized interest (35 ) (31 |
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| November 13, 2017 |
ANDV / Andeavor Corp. FORM S-3ASR Form S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 13, 2017 Registration No. |
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| November 13, 2017 |
EX-4.1 Exhibit 4.1 FORM OF ANDEAVOR INDENTURE Dated as of November [?], 2017 U.S. Bank National Association Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 11 SECTION 1.03. Incorporation by Reference of Trust Indenture Act 11 SECTION 1.04. Rules of Construction 11 ARTICLE II THE SECURITIES SECTION 2.01. |
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| November 13, 2017 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit Exhibit 99.1 ANDEAVOR UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION References to the ?Company,? ?Andeavor,? "Tesoro" (as it relates to activity prior to August 1, 2017), ?we,? ?us? and ?our? mean Andeavor and its consolidated subsidiaries, unless the context requires otherwise. Western Refining, Inc. Acquisition (the ?Western Refining Acquisition?) On June 1, 2017, pursuant |
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| November 13, 2017 |
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) : November 13, 2017 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 001-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 13, 2017 |
ANDV / Andeavor Corp. / TESORO CORP /NEW/ - SCHEDULE 13D AMENDMENT NO. 13 Activist Investment Schedule 13D Amendment No. 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Andeavor Logistics LP (Name of Issuer) Common Units (Title of Class of Securities) 03350F106 (CUSIP Number) Hannah Thompson Frank McGuireWoods LLP Tower Two-Sixty 260 Forbes Avenue, Suite 1800 Pittsburgh, Pennsylvania 15222 |
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| November 9, 2017 |
Form of Indemnification Agreement for Directors EX-10.3 2 andv3q201710-qex103.htm EXHIBIT 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made and entered into as of , 201 by and between Andeavor, a Delaware corporation (the "Corporation"), and ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Corporation and Indemnitee covering the subject matter of this Agreement. |
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| November 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 1‑3473 ANDEAVOR ( |
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| November 8, 2017 |
Three Months Ended September 30, Exhibit Exhibit 99.1 Andeavor Reports Third Quarter 2017 Results ? Reported earnings of $551 million , or $3.49 per diluted share; results included the following pre-tax items: $209 million related to a LCM inventory benefit, a $19 million environmental accrual and acquisition and integration costs of $45 million ? Returned $345 million to shareholders including $252 million in share repurchases; |
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| November 8, 2017 |
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): November 8, 2017 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 8, 2017 |
EX-2.1 Exhibit 2.1 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance and Assumption Agreement (this “Agreement”), effective as of November 8, 2017 (the “Effective Date”), is by and among Andeavor Logistics LP, a Delaware limited partnership (the “Partnership”), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (t |
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| November 8, 2017 |
Exhibit 10.4 ANACORTES MANIFEST RAIL TERMINALLING SERVICES AGREEMENT This Anacortes Manifest Rail Terminalling Services Agreement (this ?Agreement?) is effective as of the Commencement Date (as defined below), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (?TLO?), and for purposes of Section 31(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability c |
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| November 8, 2017 |
Exhibit 10.5 ANACORTES MARINE TERMINAL OPERATING AGREEMENT This ANACORTES MARINE TERMINAL OPERATING AGREEMENT (the ?Agreement?) is dated as of the Commencement Date (defined below in Section 1), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (?Operator?), and for purposes of Section 22(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (th |
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| November 8, 2017 |
Exhibit 10.6 SUBLEASE RIGHTS AND ESCROW AGREEMENT This Sublease Rights and Escrow Agreement (this ?Agreement?), effective as of November 8, 2017 (the ?Effective Date?), is by and among Andeavor Logistics LP, a Delaware limited partnership (the ?Partnership?), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the ?General Partner?), Tesoro Lo |
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| November 8, 2017 |
Exhibit 10.8 FIRST AMENDMENT TO GROUND LEASE (Anacortes Crude Storage Facility) THIS FIRST AMENDMENT TO GROUND LEASE (the ?First Amendment?) is made and entered into as of November 8, 2017, by and between TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company (?Landlord?), and TESORO LOGISTICS OPERATIONS LLC, a Delaware limited liability company (?Tenant?). RECITALS A. Landl |
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| November 8, 2017 |
8-K 1 d489751d8k.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): November 8, 2017 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 001-3473 95-0862768 (State or other jurisdiction of incorporati |
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| November 8, 2017 |
EX-10.3 Exhibit 10.3 TRANSPORTATION SERVICES AGREEMENT (Anacortes Short Haul Pipelines) This Transportation Services Agreement (this “Agreement”) is effective as of the Commencement Date (as defined below), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), for purposes of Section 21(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company |
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| November 8, 2017 |
EX-10.2 Exhibit 10.2 STORAGE SERVICES AGREEMENT – ANACORTES II This Storage Services Agreement – Anacortes II (this “Agreement”) is effective as of the Commencement Date (as defined below), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), and for purposes of Section 24(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General |
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| November 8, 2017 |
Exhibit 10.7 GROUND LEASE BETWEEN TESORO REFINING & MARKETING COMPANY LLC, AS LANDLORD, AND TESORO LOGISTICS OPERATIONS LLC, AS TENANT Anacortes Products Storage Facility GROUND LEASE This Ground Lease (the ?Lease?) is entered into as of November 8, 2017 (the ?Commencement Date?), between TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company (?Landlord?), and TESORO LOGISTI |
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| November 8, 2017 |
EX-10.1 Exhibit 10.1 FIRST AMENDED AND RESTATED SCHEDULES TO FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT A Fourth Amended and Restated Omnibus Agreement was executed as of October 30, 2017 (the “Fourth Amended and Restated Omnibus Agreement”), among Andeavor, on behalf of itself and the other Andeavor Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Compan |
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| November 8, 2017 |
Exhibit 10.9 SECOND AMENDMENT TO GROUND LEASE THIS SECOND AMENDMENT TO GROUND LEASE (the ?Second Amendment?) is made and entered into as of November 8, 2017, by and between TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company (?Landlord?), and TESORO LOGISTICS OPERATIONS LLC, a Delaware limited liability company (?Tenant?). RECITALS A. Landlord and Tenant entered into that |
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| November 1, 2017 |
EX-99.L 2 d485442dex99l.htm 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. |
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| November 1, 2017 |
EX-99.8 Exhibit 8 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 Andeavor 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 respect |
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| November 1, 2017 |
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 |
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| November 1, 2017 |
ANDV / Andeavor Corp. / TESORO CORP /NEW/ - SC 13D (AMENDMENT NO.12) Activist Investment SC 13D (Amendment No.12) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Andeavor Logistics LP (Name of Issuer) Common Units (Title of Class of Securities) 03350F106 (CUSIP Number) Francis J. Aquila Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 (212) 558-4000 (Name, Address a |
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| October 30, 2017 |
EX-10.2 Exhibit 10.2 Final Execution Version FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT This FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT (the ?Agreement?) is entered into on, and effective as of October 30, 2017, among Andeavor, a Delaware corporation (?Andeavor?), on behalf of itself and the other Andeavor Entities (as defined herein), Tesoro Refining & Marketing Company LLC, a Delaware limi |
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| October 30, 2017 |
Andeavor Logistics Completes Acquisition of Western Refining Logistics and IDR 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 of $280 million of net debt for a tot |
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| October 30, 2017 |
EX-10.3 Exhibit 10.3 Execution Version FIRST AMENDED AND RESTATED SECONDMENT AND LOGISTICS SERVICES AGREEMENT THIS FIRST AMENDED AND RESTATED SECONDMENT AND LOGISTICS SERVICES AGREEMENT (this ?Agreement?), dated as of October 30, 2017, is made and entered into by and among the following entities, each of whom shall be referred to herein as a ?Party? and collectively as the ?Parties.? Andeavor Grou |
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| October 30, 2017 |
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) Andeavor (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commissi |
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| September 28, 2017 |
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 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File |
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| September 28, 2017 |
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 |
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| September 28, 2017 |
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 |
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| September 28, 2017 |
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 |
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| September 22, 2017 |
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 22, 2017 ANDEAVOR (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction of incorporation) (Commission File |
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| August 15, 2017 |
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 |
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| August 14, 2017 |
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 |
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| August 14, 2017 |
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) (Commissi |
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| August 14, 2017 |
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 |
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| August 14, 2017 |
Exhibit 99.1 Andeavor Announces Merger of its MLPs and Financial Repositioning of Andeavor Logistics through IDR Buy-In • Andeavor Logistics to acquire Western Refining Logistics in a unit-for-unit transaction for a total enterprise value of $1.8 billion, including net debt • 0.5233x exchange ratio for WNRL public unitholders • 0.4639x effective exchange ratio for Andeavor’s WNRL units • 0.4921x e |
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| August 14, 2017 |
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.Calculation o |
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| August 14, 2017 |
EX-10.1 3 ex101-supportagreement.htm SUPPORT AGREEMENT Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT, dated as of August 13, 2017 (this “Agreement”), is entered into by and among Andeavor Logistics LP, a Delaware limited partnership (“TMLP”), Western Refining Logistics, LP, a Delaware limited partnership (“WMLP”), St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPP”) |
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| August 14, 2017 |
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) (Commissi |
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| August 14, 2017 |
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.Calculation o |
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| August 14, 2017 |
Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT, dated as of August 13, 2017 (this ?Agreement?), is entered into by and among Andeavor Logistics LP, a Delaware limited partnership (?TMLP?), Western Refining Logistics, LP, a Delaware limited partnership (?WMLP?), St. Paul Park Refining Co. LLC, a Delaware limited liability company (?SPP?), and Western Refining Southwest, Inc., an Arizona corp |
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| August 14, 2017 |
MLP Merger and Financial Repositioning of Andeavor Logistics August 14, 2017 Forward Looking Statements This communication contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. |
