Western Refining Logistics, LP

Transcription

1 Page 1 of B5 1 d254218d424b5.htm 424B5 Filed pursuant to Rule 424(b)(5) Registration No PROSPECTUS SUPPLEMENT (To Prospectus dated June 8, 2015) Western Refining Logistics, LP 7,500,000 Common Units Representing Limited Partner Interests We are offering 7,500,000 common units representing limited partner interests in Western Refining Logistics, LP. We expect certain of our affiliates, Messrs. Foster, Atterbury, Kinder, Linn, Stevens and Weaver, to purchase approximately $10.5 million of the common units offered in this offering at the initial price offered to the public. Our common units are listed on the New York Stock Exchange under the symbol WNRL. On September 6, 2016, the last reported sale price of our common units on the New York Stock Exchange was $24.07 per common unit. Investing in our common units involves risks. Before buying any common units, you should carefully read Risk Factors on page S-9 of this prospectus supplement, page 4 of the accompanying base prospectus and in the documents incorporated by reference into this prospectus supplement. Per Common Unit Price to the public $ $167,400,000 Underwriting discounts and commissions $ $ 6,277,500 Proceeds to Western Refining Logistics, LP (before expenses) $ $161,122,500 We have granted the underwriters a 30-day option to purchase up to an additional 1,125,000 common units from us on the same terms and conditions as set forth above. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of Total

2 Page 2 of 112 this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the common units on or about September 13, Joint Book-Running Managers Barclays Goldman, Sachs & Co. J.P. Morgan UBS Investment Bank Co-Managers Wells Fargo Securities Citigroup Credit Agricole CIB Deutsche Bank Securities MUFG SunTrust Robinson Humphrey TD Securities Prospectus Supplement dated September 7, 2016.

3 Page 3 of 112 TABLE OF CONTENTS Prospectus Supplement INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS S-ii CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS S-iii PROSPECTUS SUPPLEMENT SUMMARY S-1 RISK FACTORS S-9 USE OF PROCEEDS S-11 CAPITALIZATION S-12 PRICE RANGE OF COMMON UNITS AND DISTRIBUTIONS S-13 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS S-14 UNDERWRITING S-17 LEGAL MATTERS S-21 EXPERTS S-21 WHERE YOU CAN FIND MORE INFORMATION S-22 Prospectus Page ABOUT THIS PROSPECTUS 1 ABOUT WESTERN REFINING LOGISTICS, LP 1 WHERE YOU CAN FIND MORE INFORMATION 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2 RISK FACTORS 4 FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS 4 RATIO OF EARNINGS TO FIXED CHARGES 6 USE OF PROCEEDS 7 DESCRIPTION OF THE COMMON UNITS AND PREFERRED UNITS 8 CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS 10 HOW WE MAKE DISTRIBUTIONS TO OUR PARTNERS 12 CONFLICTS OF INTEREST AND DUTIES 25 THE PARTNERSHIP AGREEMENT 33 DESCRIPTION OF PARTNERSHIP SECURITIES 47 DESCRIPTION OF THE WARRANTS 48 DESCRIPTION OF THE RIGHTS 49 DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES 50 INVESTMENT IN WESTERN REFINING LOGISTICS, LP BY EMPLOYEE BENEFIT PLANS 58 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 60 PLAN OF DISTRIBUTION 73 LEGAL MATTERS 75 EXPERTS 75 S-i Page

4 Page 4 of 112 INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common units. The second part is the accompanying base prospectus, which gives more general information, some of which may not apply to this offering of common units. Generally, when we refer only to the prospectus, we are referring to both this prospectus supplement and the accompanying base prospectus combined. If the information relating to the offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement. Any statement made in this prospectus supplement, the accompanying base prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, the accompanying base prospectus or in any other subsequently filed document that is also incorporated by reference into this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus and any free writing prospectuses we may prepare. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement and the accompanying base prospectus do not constitute an offer to sell or the solicitation of an offer to buy securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement or the accompanying base prospectus nor any sale made under this prospectus supplement or the accompanying base prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of Western Refining Logistics, LP since the date of this prospectus supplement or that the information contained or incorporated by reference in this prospectus supplement or the accompanying base prospectus is correct as of any time subsequent to the date of such information. Unless the context clearly indicates otherwise, references in this prospectus to the Partnership, WNRL, we, our, us or similar terms refer to Western Refining Logistics, LP, a Delaware limited partnership, our predecessors and our consolidated subsidiaries, as applicable and appropriate. References in this prospectus to our general partner refer to Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership. References to Western refer to Western Refining, Inc., the ultimate parent company of our general partner. S-ii

5 Page 5 of 112 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements included throughout this prospectus and in the documents incorporated by reference relating to matters that are not historical fact are forward-looking statements that represent management s beliefs and assumptions based on currently available information. These forward-looking statements relate to matters such as our industry including the regulation of our industry, the expected outcomes of legal proceedings involving us or Western, business strategy, future operations, acquisition opportunities, volatility of commodity prices, access to crude oil, demand for refined products, seasonality, gross margins, volumes, taxes, capital expenditures, liquidity and capital resources, sources of financing for acquisitions, maintenance and capital expenditures, distributions and other financial and operating information. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. We have used the words anticipate, assume, believe, budget, continue, could, estimate, expect, forecast, intend, may, plan, position, potential, predict, project, strategy, will, future and similar terms and phrases to identify forward-looking statements in this prospectus and in the documents incorporated by reference. Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect or that are affected by unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. In addition, our business and operations involve numerous risks and uncertainties, many that are beyond our control that could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus and in the documents incorporated by reference. Actual events, results and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to predict or identify all of these factors, they include, among others, the following: our ability to complete and integrate acquisitions from Western or from third parties, including our pending acquisition of the SPPR Logistics Assets (as defined below) from a subsidiary of Western; changes in the business strategy or activity levels of Western that may be impacted by a variety of factors, including the price of crude oil, changes in crack spreads, changes in the spread between West Texas Intermediate ( WTI ) crude oil and West Texas Sour crude oil, also known as the sweet/sour spread and changes in the spread between WTI crude oil and Dated Brent crude oil and between WTI Cushing crude oil and WTI Midland crude oil, and Western s post-merger integration of Northern Tier Energy LP ( Northern Tier ); changes in general economic conditions, including the price volatility of crude oil; competitive conditions in our industry; actions taken by third-party operators, processors and transporters; the demand for crude oil, refined and other products and transportation and storage services; the supply of crude oil in the regions in which we and Western operate; interest rates; labor relations; changes in the availability and cost of capital; changes in tax status; operating hazards, natural disasters, weather-related delays, casualty losses and other matters, including those that may result in a force majeure event under our commercial agreements with Western, that may be beyond our control; S-iii

6 Page 6 of 112 the effects of existing and future laws and governmental regulations and the manner in which they are interpreted and implemented; changes in insurance markets impacting costs and the level and types of coverage available; disruptions due to equipment interruption or failure at our facilities, Western s facilities or third-party facilities on which our business is dependent; our ability to successfully implement our business plan; the effects of future litigation; and other factors discussed in more detail under Risk Factors of this prospectus that are incorporated herein by this reference, including the risk factors described in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2015, and any subsequently filed Quarterly Reports on Form 10-Q. Any one of these factors or a combination of these factors could materially affect our financial condition, results of operations or cash flows and could influence whether any forward-looking statements ultimately prove to be accurate. You are urged to consider these factors carefully in evaluating any forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. Although we believe the forward-looking statements we make in this prospectus and in the documents incorporated by reference related to our plans, intentions and expectations are reasonable, we can provide no assurance that such plans, intentions or expectations will be achieved. These statements are based on assumptions made by us based on our experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many that are beyond our control. The forward-looking statements included herein are made only as of the date of this prospectus supplement and we are not required to (and will not) update any information to reflect events or circumstances that may occur after the date of this report, except as required by applicable law. S-iv

7 Page 7 of 112 PROSPECTUS SUPPLEMENT SUMMARY This summary highlights information included or incorporated by reference in this prospectus supplement and the accompanying base prospectus. It does not contain all of the information that you should consider before investing in the common units. You should read carefully the entire prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein for a more complete understanding of this offering. Please read Risk Factors on page S-9 of this prospectus supplement, on page 4 of the accompanying base prospectus, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, in any subsequently filed Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission ( SEC ), which are incorporated by reference herein, for information regarding risks you should consider before making a decision to purchase any common units in this offering. Unless otherwise specifically stated, the information presented in this prospectus supplement assumes that the underwriters have not exercised their option to purchase additional common units. Overview Western Refining Logistics, LP We are principally a fee-based, growth-oriented Delaware master limited partnership that owns, operates, develops and acquires logistics and related assets and businesses, including terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation, storage and distribution of crude oil and refined products. Our assets and operations are concentrated in the Permian/Delaware and Four Corners crude oil basins and include 685 miles of pipelines, 8.4 million barrels of active storage capacity, distribution of petroleum products and crude oil trucking. Our general partner, Western Refining Logistics GP, LLC, a Delaware limited liability company, is a subsidiary of Western. Western is an independent petroleum refiner and supplier of transportation fuels, heating oil, asphalt, petrochemical feedstocks, lubricants and other petroleum products in the Southwest and Upper Midwest section of the United States. Western currently owns three refineries in El Paso, Texas, St. Paul Park, Minnesota and Gallup, New Mexico with a combined total throughput of 254,000 barrels per day. Our relationship with Western is one of our principal strengths. We receive, handle, store and transfer crude oil from sources located in the Permian/Delaware and Four Corners crude oil basins in support of Western s El Paso and Gallup refineries. We also receive, handle, store, transport and deliver refined petroleum products for Western s El Paso and Gallup refineries. We currently generate a substantial majority of our revenues by charging fees for receiving, handling, storing, and transferring crude oil and refined petroleum products under long-term, fee-based commercial agreements with subsidiaries of Western, which we believe promote stable cash flows. We continue to seek opportunities to grow our business and cash flows by acquiring additional logistics assets from Western or from third parties. In addition, we have several organic growth initiatives that we expect will further result in cash flow growth. For additional information on our business, prospects and financial condition, please refer to the documents cited in Where You Can Find More Information. Recent Developments SPPR Dropdown On September 7, 2016, we entered into a Contribution, Conveyance and Assumption Agreement (the Contribution Agreement ) with Western, our general partner and St. Paul Park Refining Co. LLC, a wholly-owned subsidiary of Northern Tier Energy LLC and indirect wholly-owned subsidiary of Western ( SPPR ), S-1

8 Page 8 of 112 pursuant to which SPPR will contribute to us certain terminalling, storage and other logistics assets located in, and in the vicinity of, St. Paul Park, Minnesota (the SPPR Logistics Assets ), in exchange for $210 million of total consideration, consisting of $195 million in cash and $15 million in common units (the Purchase Price ). We refer to this transaction herein as the SPPR Dropdown. We expect to partially fund the cash portion of the Purchase Price with the net proceeds from this offering and the remainder with borrowings under our Revolving Credit Facility (as defined below). If this offering is not consummated, we expect to fund the cash portion of the Purchase Price with borrowings under our Revolving Credit Facility. The closing of the SPPR Dropdown is subject to customary and other closing conditions and is currently expected to occur following the closing of this offering, on or before September 15, SPPR was historically a subsidiary of Northern Tier, the acquisition of which was recently completed by Western. Northern Tier owns the 97,800 barrel per day capacity St. Paul Park refinery (the St. Paul Park Refinery ), occupying approximately 170 acres along the Mississippi River southeast of St. Paul Park, Minnesota. The St. Paul Park Refinery was originally built in 1939 and acquired by a subsidiary of Northern Tier in The St. Paul Park Refinery s operations include crude fractionation, catalytic cracking, hydrotreating, reforming, alkylation, sulfur recovery and the operation of a hydrogen plant. The SPPR Logistics Assets include: (i) 72 feedstock, product and crude oil storage tanks at the St. Paul Park Refinery with a combined shell capacity of 3,095,000 barrels, (ii) nine crude oil storage tanks at Cottage Grove, Minnesota with combined shell capacity of 865,000 barrels, (iii) an eight bay, bottom-loading light products terminal located adjacent to the St. Paul Park Refinery with capability to handle 550 trucks per day, or 110,000 barrels per day, (iv) a seven bay heavy products terminal located on the St. Paul Park Refinery property with capability to handle 190 trucks per day, or 28,000 barrels per day, (v) rail facilities with the ability to ship liquefied petroleum gas and asphalt and receive crude oil, butane and isobutane, (vi) a barge facility on the Mississippi River used primarily for shipping heavy products and (vii) two crude oil pipeline segments and one pipeline segment not currently in service, each of which is approximately 2.5 miles and extends from SPPR s refinery in St. Paul Park, Minnesota to SPPR s tank farm in Cottage Grove, Minnesota. If the SPPR Dropdown is consummated, Western Refining Terminals, LLC ( WRT ), an indirect, wholly-owned subsidiary of the Partnership will enter into a terminalling, transportation and storage services agreement (the Terminalling Agreement ) with SPPR. Pursuant to the Terminalling Agreement, WRT will provide product storage services, product throughput services, and product additive and blending services at the terminal facilities located at or near SPPR s refinery in St. Paul Park, Minnesota. In exchange for such services, SPPR will agree to certain minimum volume commitments and to pay certain fees. The Terminalling Agreement will have an initial term of ten years, which may be extended for up to two renewal terms of five years each upon the mutual agreement of the parties. There can be no assurances that the SPPR Dropdown will be consummated or that the expected benefits of such transaction will be realized. The closing of this offering is not conditioned on, nor is it a condition to, the consummation of the SPPR Dropdown. If the SPPR Dropdown is not consummated, our management will have broad discretion in the application of the net proceeds of this offering. Accordingly, if you decide to purchase common units in this offering, you should be willing to do so whether or not we complete the SPPR Dropdown. A conflicts committee of the board of directors of our general partner, consisting solely of independent directors, evaluated and approved the transactions contemplated by the Contribution Agreement. The conflicts committee engaged an independent financial advisor and independent legal counsel. Revolving Credit Facility Amendment Upon the closing of the SPPR Dropdown, we and certain of our subsidiaries expect to enter into an amendment (the Amendment ) to our senior secured revolving credit facility (the Revolving Credit Facility ) S-2

9 Page 9 of 112 with Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and L/C Issuer, and certain other lenders. Pursuant to the Amendment, certain existing lenders and new lenders are anticipated to agree to provide incremental commitments in an aggregate principal amount of $200.0 million. In addition, the Amendment is anticipated to amend the Revolving Credit Facility by, among other things, (a) adding an anti-cash hoarding provision with respect to cash and cash equivalents in excess of $75,000,000 and (b) permitting us to increase the total leverage ratio permitted thereunder from 4.50:1.00 to 5.00 to 1.00 following any material permitted acquisition through the last day of the second full fiscal quarter following such acquisition. The closing of the Amendment is contingent on the execution of definitive documentation and customary closing conditions. Principal Executive Offices and Internet Address Our principal executive offices are located at 123 W. Mills Avenue, Suite 200, El Paso, Texas and our telephone number is (915) Our website address is We make our periodic reports and other information filed with or furnished to the SEC, available free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus. Partnership Structure The table and diagram below illustrate our organization and ownership after giving effect to this offering, but not the SPPR Dropdown, assuming that the underwriters do not exercise their option to purchase additional common units: Public Common Units 46.9%(1)(2) Common Units held by Western 14.5%(1)(2) Subordinated Units held by Western 38.6%(1)(2) Non-Economic General Partner Interest held by Western Refining Logistics GP, LLC (1)(2) Total 100% (1) If the underwriters exercise in full their option to purchase additional common units, the public common units will represent a 47.9% limited partner interest in us, the common units held by Western will represent a 14.2% limited partner interest in us and the subordinated units held by Western will represent a 37.9% interest in us. (2) Upon completion of the SPPR Dropdown and full exercise of the underwriters option referenced in note (1) above, the public common units will represent a 47.4% limited partner interest in us, the common units held by Western will represent a 15.1% limited partner interest in us and the subordinated units held by Western will represent a 37.5% interest in us. S-3

10 Page 10 of 112 The following simplified diagram depicts our organizational structure after giving effect to the transactions described above, excluding common units to be issued in connection with the closing of the SPPR Dropdown (assuming that the underwriters do not exercise their option to purchase additional common units). S-4

11 Page 11 of 112 The Offering Common units offered by us 7,500,000 common units, or 8,625,000 common units if the underwriters exercise in full their option to purchase an additional 1,125,000 common units. Common units outstanding after this offering 36,305,580 common units, or 37,430,580 common units if the underwriters exercise in full their option to purchase an additional 1,125,000 common units. Use of proceeds Cash distributions We expect net proceeds from this offering of approximately $160.6 million, or $184.8 million if the underwriters exercise in full their option to purchase additional common units, in each case after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use $10.0 million of the net proceeds from this offering to repay all of the borrowings outstanding under our Revolving Credit Facility, and reserve the remainder of the net proceeds to fund a portion of the cash consideration payable for the SPPR Dropdown. We intend to fund the remainder of the cash portion of the Purchase Price of the SPPR Dropdown with borrowings under our Revolving Credit Facility. There is no assurance that the SPPR Dropdown will occur on or before a certain time, or at all. If the SPPR Dropdown does not close, or if the underwriters option to purchase additional common units is exercised after the closing of the SPPR Dropdown, we intend to use the net proceeds from this offering or such exercise, as applicable, to repay all of the outstanding borrowings under our Revolving Credit Facility and for general partnership purposes. Affiliates of certain of the underwriters are lenders under our Revolving Credit Facility and accordingly, will receive a portion of the net proceeds of this offering. Our partnership agreement provides for a minimum quarterly distribution of $ per common unit and subordinated unit ($1.15 per common unit and subordinated unit on an annualized basis) to the extent we have sufficient cash after establishment of reserves and payment of fees and expenses, including payments to our general partner and its affiliates. We refer to this cash as available cash, and it is defined in our partnership agreement. Our ability to pay the minimum quarterly distribution is subject to various restrictions and other factors described in more detail in the accompanying base prospectus under the caption Cash Distribution Policy and Restrictions on Distributions. On July 27, 2016, our general partner declared a cash distribution for the second quarter of $ per outstanding common unit, or $1.65 per unit on an annualized basis. This distribution represented a 13% increase over the second quarter 2015 and a 2.5% increase over the first quarter S-5

12 Page 12 of 112 Additionally, subject to the preferential distribution rights of the TexNew Mex Units, as described below in The Offering TexNew Mex Units and in our most recent Annual Report on Form 10-K, our partnership agreement requires us to distribute our available cash each quarter in the following manner: first, to the holders of common units, until each common unit has received the minimum quarterly distribution of $ plus any arrearages from prior quarters; second, to the holders of subordinated units, until each subordinated unit has received the minimum quarterly distribution of $0.2875; and third, to all unitholders, pro rata, until each unit has received a distribution of $ If cash distributions to our unitholders exceed $ per unit in any quarter, our general partner, as the holder of our incentive distribution rights, will receive distributions according to the following percentage allocations: Total Quarterly Distribution Target Amount Marginal Percentage Interest in Distributions Unitholders General Partner (as Holder of Our Incentive Distribution Rights) above $ up to $ % 15.0% above $ up to $ % 25.0% above $ % 50.0% We refer to these distributions on our incentive distribution rights as incentive distributions. Please read Cash Distribution Policy and Restrictions on Distributions in the accompanying base prospectus. Subordinated units Conversion of subordinated units Western owns, directly or indirectly, all of our subordinated units. The principal difference between our common units and subordinated units is that in any quarter during the subordination period, holders of the subordinated units are not entitled to receive any distribution until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units will not accrue arrearages. The subordination period will end on the first business day after we have earned and paid distributions of available cash of at least $1.15 (the minimum quarterly distribution on an annualized basis) on each outstanding common and subordinated unit for each of three consecutive, nonoverlapping four-quarter periods ending on or after September 30, 2016, provided there are no arrearages in the payment of the minimum quarterly distributions on our common units at that time. S-6

13 Page 13 of 112 We expect that this condition to terminate the subordination period under our partnership agreement will be satisfied by us upon the payment to our unitholders of our quarterly cash distribution in respect of the quarter ending September 30, As a result, we expect that all of our subordinated units will be converted on a one-for-one basis into common units on the first business day following the distribution of available cash with respect to the quarter ending September 30, If the subordinated units are converted, we will no longer have any subordinated units outstanding, and our common units will no longer be entitled to arrearages in cash distributions. TexNew Mex Units Western owns, directly or indirectly, all of our TexNew Mex Units, which are limited partner interests in us. The TexNew Mex Units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment (as defined in our partnership agreement) resulting from crude oil throughput on the TexNew Mex Shared Segment above 13,000 barrels per day. To the extent there is sufficient available cash from operating surplus under the partnership agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount (as such terms are defined in our partnership agreement). To the extent the holder of a TexNew Mex Unit is entitled to such a distribution, that distribution will be preferential to all other unit holder distributions. Holders of TexNew Mex Units generally do not have voting rights, except for limited voting rights related to amendments to the rights of holders of the TexNew Mex Units, the issuance of additional TexNew Mex Units or partnership securities with distribution rights senior to or on a parity with the TexNew Mex Units, the sale of any material portion of the TexNew Mex Pipeline (as defined in our partnership agreement) and the reservation by the Partnership of any distribution amounts to which the holders of TexNew Mex Units are otherwise entitled. The TexNew Mex Units are perpetual and have no rights of redemption or of conversion. No holder of any TexNew Mex Unit may transfer any or all of the TexNew Mex Units held by such holder without the prior written approval of our general partner, unless the transfer either is to an affiliate of the holder or is to any person who is, or will be substantially concurrently with the completion of the transfer, an affiliate of our general partner. Issuance of additional units Our partnership agreement authorizes us to issue an unlimited number of additional units without the approval of our unitholders, subject to the limited voting rights held by holders of our TexNew Mex Units. Our common unitholders do not have preemptive rights under our partnership agreement to acquire additional common units or other partnership interests. Please read The Offering TexNew Mex Units above and The Partnership Agreement Issuance of Additional Interests in the accompanying base prospectus. S-7

14 Page 14 of 112 Limited voting rights Estimated ratio of taxable income to distributions Material federal income tax considerations Risk Factors New York Stock Exchange symbol Our general partner manages and operates us. Unlike the holders of common stock in a corporation, our unitholders have only limited voting rights on matters affecting our business. Our unitholders have no right to elect our general partner or its directors on an annual or other continuing basis. Our general partner may not be removed except by a vote of the holders of at least 66 2/3% of the outstanding units, including any units owned by our general partner and its affiliates, voting together as a single class. Upon the consummation of this offering, Western will own an aggregate of 53.1% of our outstanding units (or 52.1% of our outstanding units, if the underwriters exercise in full their option to purchase additional common units), or 53.6% and 52.6%, respectively, upon the completion of the SPPR Dropdown, providing Western the ability to prevent the removal of our general partner. We estimate that a purchaser of units in this offering who owns those units from the date of closing of this offering through the record date for distributions for the period ending December 31, 2019, will be allocated, on a cumulative basis, an amount of federal taxable income that will be 20% or less of the cash distributed on those units with respect to that period. Thereafter, the ratio of allocable taxable income to cash distributions to you could substantially increase. Please read Material U.S. Federal Income Tax Considerations Ratio of Taxable Income to Distributions for the basis of this estimate. For a discussion of the material U.S. federal income tax consequences that may be relevant to prospective unitholders who are individual citizens or residents of the United States, please read Material U.S. Federal Income Tax Considerations in this prospectus supplement and Material U.S. Federal Income Tax Consequences in the accompanying base prospectus. You should carefully read and consider the information on page S-9 of this prospectus supplement set forth under the heading Risk Factors and all other information set forth in this prospectus, including the information incorporated herein by reference, before deciding to invest in our common units. WNRL. S-8

15 Page 15 of 112 RISK FACTORS Our business is subject to uncertainties and risks. Before making an investment in our common units, you should carefully consider the risk factors included in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2015, in any subsequently filed Quarterly Reports on Form 10-Q and our other filings with the SEC, which are incorporated by reference herein, together with the other information contained in this prospectus supplement, the accompanying base prospectus and the documents we have incorporated by reference. If any of the events or circumstances discussed in the foregoing documents actually occurs, our business, financial condition, results of operations, liquidity or ability to make distributions to our unitholders could suffer and you could lose all or part of your investment. Please also read Cautionary Statement Regarding Forward-Looking Statements. Even if this offering is completed, the SPPR Dropdown may not be consummated. The SPPR Dropdown is expected to close shortly following the closing of this offering, but is subject to customary and other closing conditions. There can be no assurances that these conditions will be satisfied or that the SPPR Dropdown will be consummated. The closing of this offering is not conditioned on, nor is it a condition to, the consummation of the SPPR Dropdown. If the SPPR Dropdown is delayed, not consummated or consummated in a manner different than described herein, (i) we may not realize the anticipated benefits of the SPPR Dropdown, (ii) our future business, operations and distributable cash flow could be adversely impacted and (iii) our common unit price would likely be negatively impacted. In addition, if the SPPR Dropdown is not consummated, our management will have broad discretion in the application of the net proceeds of this offering. We may be unsuccessful in integrating the operations of the SPPR Logistics Assets, or in realizing all or any part of the anticipated benefits of the SPPR Dropdown. The acquisition component of our growth strategy depends on the successful integration of acquisitions such as the SPPR Dropdown. We face numerous risks and challenges to successful integration of the SPPR Logistics Assets, including: the potential for unexpected costs, delays and challenges that may arise in integrating the SPPR Logistics Assets into our existing business; environmental or regulatory compliance matters or liabilities or accidents; the temporary diversion of management s attention from our existing businesses; our inability or limited ability to control the operations and management of the SPPR Logistics Assets; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate. If we are unable to successfully integrate the SPPR Logistics Assets due to any of these factors, our future business, operations and distributable cash flow could be adversely impacted. Our current and future debt levels may limit our flexibility to obtain financing and to pursue other business opportunities. Our current and future levels of debt could have important consequences to us, including the following: our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired, or such financing may not be available on favorable terms; our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flow required to make interest payments on our debt; S-9

16 Page 16 of 112 we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and our flexibility in responding to changing business and economic conditions may be limited. Any of these factors could result in a material adverse effect on our business, financial condition, results of operations and business prospects. As of June 30, 2016, we had outstanding debt of $320.0 million. As described in Recent Developments, the Amendment to our Revolving Credit Facility provides for an increase in the total commitment of our Revolving Credit Facility of $200.0 million. We expect to fund a portion of the cash consideration payable for the SPPR Dropdown with borrowings under our Revolving Credit Facility. Giving effect to the Amendment, this offering and the SPPR Dropdown, including the application of the proceeds from this offering and additional borrowings under our Revolving Credit Facility to fund a portion of the cash consideration payable for the SPPR Dropdown, assuming that the underwriters do not exercise their option to purchase additional common units before the closing of the SPPR Dropdown, we expect our pro forma available borrowing capacity under our Revolving Credit Facility to be approximately $445.6 million as of June 30, Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our 7.5% Senior Notes due 2023 or any future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying our business activities, acquisitions, organic growth projects, investments or capital expenditures, selling assets or issuing equity. We may not be able to affect any of these actions on satisfactory terms, or at all. S-10

17 Page 17 of 112 USE OF PROCEEDS We expect net proceeds from this offering of approximately $160.6 million, or $184.8 million if the underwriters exercise in full their option to purchase additional common units, in each case after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use $10.0 million of the net proceeds from this offering to repay all of the borrowings outstanding under our Revolving Credit Facility, and reserve the remainder of the net proceeds to fund a portion of the cash consideration payable for the SPPR Dropdown. We intend to fund the remainder of the cash portion of the Purchase Price of the SPPR Dropdown with borrowings under our Revolving Credit Facility. There is no assurance that the SPPR Dropdown will occur on or before a certain time, or at all. If the SPPR Dropdown does not close, or if the underwriters option to purchase additional common units is exercised after the closing of the SPPR Dropdown, we intend to use the net proceeds from this offering or such exercise, as applicable, to repay all of the outstanding borrowings under our Revolving Credit Facility and for general partnership purposes. As of September 6, 2016, we had $10.0 million of borrowings outstanding under our Revolving Credit Facility, with a weighted average interest rate on outstanding borrowings of 4.5%. Our Revolving Credit Facility will mature on October 16, Affiliates of certain of the underwriters are lenders under our Revolving Credit Facility and accordingly, will receive a portion of the net proceeds of this offering. A conflicts committee of the board of directors of our general partner, consisting solely of independent directors, evaluated and approved the transactions contemplated by the Contribution Agreement. The conflicts committee engaged an independent financial advisor and independent legal counsel. S-11

18 Page 18 of 112 CAPITALIZATION The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2016: on a historical basis; on an as adjusted basis to give effect to the issuance and sale of the common units offered hereby and the application of the net proceeds therefrom without giving effect to the SPPR Dropdown, as described under Use of Proceeds, net of offering expenses (assuming the underwriters do not exercise their option to purchase additional common units); and on an as further adjusted basis to give effect to the SPPR Dropdown, including the issuance of common units to Western, the application of the proceeds from this offering of common units (assuming the underwriters do not exercise their option to purchase additional common units) and any additional borrowings necessary to fund the remaining portion of the Purchase Price. You should read this table in conjunction with our historical financial statements and notes that are incorporated by reference into this prospectus supplement for additional information about our capital structure. Historical As of June 30, 2016 As Adjusted As Further Adjusted(3) (in thousands) Cash and cash equivalents $ 17,562 $ 158,185 $ 17,562 Long-term debt: Revolving credit facility(1) $ 20,000 $ $ 54, % Senior Notes due , , ,000 Total long-term debt(2) 320, , ,378 Equity: General Partner (2,767) (2,767) (2,767) TexNew Mex unitholders (80,000 units issued and outstanding) (310) (310) (310) Common unitholders Public (20,225,957 units issued and outstanding, and 27,725,957 units issued and outstanding as adjusted and as further adjusted) 418, , ,409 Common unitholders Western (8,579,623 units issued and outstanding and as adjusted, and 9,207,847 units issued and outstanding as further adjusted) (106,252) (106,252) (121,252) Subordinated unitholders Western (22,811,000 units issued and outstanding) (292,375) (292,375) (292,375) Total equity 17, , ,705 Total capitalization $ 337,082 $ 477,705 $ 517,083 (1) As of September 6, 2016, we had $10.0 million of borrowings outstanding under our Revolving Credit Facility. (2) Excludes unamortized loan fees of $6.8 million. (3) Gives effect to our issuance of common units in this offering and the SPPR Dropdown, which will be accounted for as a combination of entities under common control. S-12

19 Page 19 of 112 PRICE RANGE OF COMMON UNITS AND DISTRIBUTIONS Our common units trade on the NYSE under the symbol WNRL. The following table shows the high and low sales prices per common unit, as reported by the New York Stock Exchange, and cash distributions paid per common unit for the periods indicated. Quarter Ended High Low Distribution per Common Unit 2016 Third Quarter (through September 6, 2016) $26.25 $23.09 (1) Second Quarter $26.58 $21.12 $ First Quarter $26.15 $17.35 $ Fourth Quarter $26.94 $18.48 $ Third Quarter $30.65 $18.43 $ Second Quarter $32.70 $27.67 $ First Quarter $31.42 $25.40 $ Fourth Quarter $35.65 $25.79 $ Third Quarter $36.50 $30.55 $ Second Quarter $35.70 $29.90 $ First Quarter $32.50 $25.56 $ (1) Distributions with respect to the quarter ending September 30, 2016 have not yet been declared or paid. We expect to declare and pay a cash distribution within 60 days following the end of each quarter. On September 6, 2016, the last sales price of the common units as reported on the NYSE was $24.07 per common unit. As of September 6, 2016, there were five record holders of our common units. S-13

20 Page 20 of 112 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS The tax consequences to you of an investment in our common units will depend in part on your own tax circumstances. Although this section updates and adds information related to certain tax considerations, it should be read in conjunction with Tax Risks to Our Common Unitholders in our most recent Annual Report on Form 10-K, and with Material U.S. Federal Income Tax Consequences in the accompanying base prospectus, which provides a discussion of the principal federal income tax consequences associated with our operations and the purchase, ownership and disposition of our common units. The following discussion is limited as described under the caption Material U.S. Federal Income Tax Consequences in the accompanying base prospectus. You are urged to consult with your own tax advisor about the federal, state, local and foreign tax consequences particular to your circumstances. Ratio of Taxable Income to Distributions We estimate that a purchaser of units in this offering who owns those units from the date of closing of this offering through the record date for distributions for the period ending December 31, 2019, will be allocated, on a cumulative basis, an amount of federal taxable income that will be 20% or less of the cash distributed on those units with respect to that period. These estimates are based upon the assumption that the SPPR Dropdown is consummated and earnings from operations will approximate the amount required to make the current quarterly distribution on all units and other assumptions with respect to capital expenditures, cash flow, net working capital and anticipated cash distributions. These estimates and assumptions are subject to, among other things, numerous business, economic, regulatory, legislative, competitive and political uncertainties beyond our control. Further, the estimates are based on current tax law and tax reporting positions that we will adopt and which could be changed or with which the Internal Revenue Service ( IRS ) could disagree. Accordingly, we cannot assure that these estimates will prove to be correct, and our counsel has not opined on the accuracy of such estimates. The actual ratio of taxable income to cash distributions could be higher or lower than expected, and any differences could be material and could affect the value of units. For example, the ratio of taxable income to cash distributions to a purchaser of units in this offering would be higher, and perhaps substantially higher, than our estimate with respect to the period described above if: we distribute less cash than we have assumed in making this projection; or we make a future offering of common units and use the proceeds of the offering in a manner that does not produce additional deductions during the period described above, such as to repay indebtedness outstanding at the time of this offering or to acquire property that is not eligible for depreciation or amortization for federal income tax purposes during such period or that is depreciable or amortizable at a rate significantly slower than the rate applicable to our assets at the time of this offering. Legislative Changes The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial changes or differing interpretations at any time. For example, the Fiscal Year 2017 Budget proposed by the President recommends that certain publicly traded partnerships earning income from activities related to fossil fuels be taxed as corporations beginning in From time to time, members of Congress propose and consider such substantive changes to the existing U.S. federal income tax laws that affect publicly traded partnerships. If successful, the President s proposal or other similar proposals could eliminate the qualifying income exception to the treatment of all publicly-traded partnerships as corporations upon which we rely for our treatment as a partnership for U.S. federal income tax purposes. Any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for us to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predict whether any of these changes or other proposals will ultimately be enacted. Any such changes could negatively impact the value of an investment in our common units. S-14