Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release of Western Refining, Inc., dated May 24, 2017
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Forward Looking Statements
This Current Report on Form 8-K 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. Words such as “may,” “will,” “could,” “anticipate,”
“estimate,” “expect,” “predict,” “project,” “future,” “potential,”
“intend,” “plan,” “assume,” “believe,” “forecast,” “look,”
“build,” “focus,” “create,” “work” “continue” or the negative of such
terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans,
actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements
regarding the proposed acquisition of Western Refining by Tesoro, integration and transition plans, synergies, opportunities, anticipated
future performance, expected share buyback program and expected dividends . There are a number of risks and uncertainties that
could cause actual results to differ materially from the forward-looking statements included in this communication. For example,
the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals of the proposed acquisition that could reduce anticipated benefits or cause
the parties to abandon the acquisition, the ability to successfully integrate the businesses, the occurrence of any event, change
or other circumstances that could give rise to the termination of the merger agreement for the acquisition, the risk that the parties
may not be able to satisfy the conditions to the proposed acquisition in a timely manner or at all, risks related to disruption
of management time from ongoing business operations due to the proposed acquisition, the risk that any announcements relating to
the proposed acquisition could have adverse effects on the market price of Tesoro’s common stock or Western Refining’s
common stock, the
risk that the proposed acquisition and its announcement could
have an adverse effect on the ability of Tesoro and Western Refining to retain customers and retain and hire key personnel and
maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk that
problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating
as effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies
or it may take longer than expected to achieve those synergies, the risk that the combined company may not buy back shares, the
risk of the amount of any future dividend Tesoro may pay, and other factors. All such factors are difficult to predict and are
beyond our control, including those detailed in Tesoro’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current
Reports on Form 8-K and registration statement on Form S-4 filed with the SEC on December 14, 2016, as amended (the “Form
S-4”) that are available on Tesoro’s website at http://www.tsocorp.com and on the SEC’s website at http://www.sec.gov,
and those detailed in Western Refining’s annual reports on Form 10-K, quarterly reports on Form 10-Q and Current Reports
on Form 8-K that are available on Western Refining’s website at http://www.wnr.com and on the SEC website at http://www.sec.gov.
Tesoro’s and Western Refining’s forward-looking statements are based on assumptions that Tesoro and Western Refining
believe to be reasonable but that may not prove to be accurate. Tesoro and Western Refining undertake no obligation to publicly
release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances
that occur, or which we become aware of, except as required by applicable law or regulation. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof.
No Offer or Solicitation:
This communication relates to a proposed business combination
between Western Refining and Tesoro. This communication is for informational purposes only and is neither an offer to purchase,
nor a solicitation of an offer to sell, any securities in any jurisdiction pursuant to the proposed transactions or otherwise,
nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information and Where to Find It:
In connection with the proposed transaction, Tesoro has filed
with the SEC, and the SEC has declared effective, a registration statement on Form S-4 (Reg. No. 333-215080), containing a joint
proxy statement/prospectus of Tesoro and Western Refining, which proxy statement/prospectus was first mailed to Tesoro and Western
Refining stockholders on February 17, 2017. This communication is not a substitute for the registration statement, proxy statement/prospectus
or any other documents that Tesoro or Western Refining may file with the SEC or send to stockholders in connection with the proposed
transaction. STOCKHOLDERS OF TESORO AND WESTERN REFINING ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to
obtain copies of these documents, including the proxy statement/prospectus, and other documents filed with the SEC (when available)
free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by Tesoro will be made available
free of charge on Tesoro’s website at http://www.tsocorp.com or by contacting Tesoro’s Investor Relations Department
by phone at 210-626-6000. Copies of documents filed with the SEC by Western Refining will be made available free of charge on Western
Refining’s website at http://www.wnr.com or by contacting Western Refining’s Investor Relations Department by phone
at 602-286-1530 or 602-286-1533.
