$1.8 Billion Merger of Andeavor Logistics and Western Refining Logistics

August 14, 2017

Cleary Gottlieb is representing Goldman Sachs & Co. LLC as financial advisor to Andeavor in the merger of Andeavor Logistics and Western Refining Logistics, and in the financial repositioning of Andeavor Logistics through a buy-in of Andeavor Logistics’ incentive distribution rights (IDRs).

In the merger, Andeavor Logistics will acquire Western Refining Logistics in a unit-for-unit exchange at an effective blended exchange ratio of 0.4921 of an Andeavor Logistics common unit for each Western Refining Logistics common unit. The merger, announced August 14, 2017, equates to an enterprise value of $1.8 billion.

In connection with the merger, Andeavor Logistics will also issue 78.0 million Andeavor Logistics common units to Andeavor in exchange for the cancellation of Andeavor Logistics’ IDRs and the conversion of its economic general partner interest into a non-economic general partner interest.

Andeavor is a premier, highly integrated marketing, logistics and refining company. Andeavor’s retail-marketing system includes more than 3,100 retail stations marketed under multiple well-known fuel brands, including ARCO, SUPERAMERICA, Shell, Exxon, Mobil, Tesoro, USA Gasoline and Giant.