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~~September 614, 2018

~~ANDEAVOR~~Andeavor

(Exact name of registrant as specified in its charter)

Delaware		~~001~~1-3473		95-0862768
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)



19100 Ridgewood Pkwy San Antonio, Texas		78259-1828
(Address of principal executive offices)		(Zip Code)

(210) 626-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

~~Contribution~~As previously disclosed, ~~Conveyance~~on April 29, 2018, Andeavor, a Delaware corporation (“we,” “Andeavor” or the “Company”) entered into the Agreement and ~~Assumption~~Plan of Merger, dated as of April 29, 2018 (as amended, the “Merger Agreement”) with Marathon Petroleum Corporation, a Delaware corporation (“MPC”), Mahi Inc., a Delaware corporation (“Merger Sub 1”) and Mahi LLC, a Delaware limited liability company (“Merger Sub 2”). Pursuant to the Merger Agreement, (1) Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving entity (the “First Merger”), and (2) the surviving entity of the First Merger will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of MPC (the “Second Merger” and collectively with the First Merger, the “Merger”). On August 3, 2018, we filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Definitive Proxy Statement”) with respect to the special meeting of Andeavor stockholders scheduled to be held on September 24, 2018 in connection with the Merger (the “Special Meeting”).

OnLitigation ~~August 6,~~Related 2018, Andeavor (“Andeavor”), Western Refining Southwest, Inc. (“WRS”) and certain other subsidiaries of Andeavor (together with Andeavor and WRS, the “Andeavor Parties”) entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Andeavor Logistics LP (the “Partnership”) and certain subsidiaries of the Partnership (together with the Partnership and Tesoro Logistics GP, LLC (the “General Partner”), the “Logistics Parties”). Pursuant to the ~~Contribution~~Combination ~~Agreement, WRS agreed to contribute, through the Partnership, to certain subsidiaries of the Partnership, the following assets (collectively, the “Assets”):~~

•As ~~approximately~~previously ~~1.2~~disclosed, ~~million~~in ~~barrels~~connection ofwith ~~crude~~the ~~oil~~Merger, ~~and~~six ~~other~~putative ~~feedstock~~class ~~storage~~actions ~~tankage~~were filed between June 20 and ~~approximately~~July 11, ~~1.8~~2018 ~~million~~against ~~barrels~~one or more of Andeavor, ~~refined~~the ~~product~~directors ~~storage~~of ~~tankage~~Andeavor, ~~located~~and atMPC, ~~the~~Merger ~~refinery~~Sub at1 ~~900~~and ~~Old~~Merger ~~Red~~Sub ~~Trail,~~2 ~~N.E.~~(MPC, ~~Mandan,~~Merger ~~North~~Sub ~~Dakota~~1 (and Merger Sub 2, collectively the “~~Mandan~~MPC ~~Refinery~~Defendants”),. ~~together~~Two ~~with~~complaints, ~~all~~Malka ~~related~~Raul ~~equipment~~v. Andeavor, ~~pipeline~~et ~~interconnections~~al., ~~laboratories~~case number 5:18-cv-0611, and ~~ancillary~~Stephen ~~facilities~~Bushansky ~~used~~v. Andeavor, et al., case number 5:18-cv-642, were filed in the U.S. District Court for the ~~operation~~Western ~~thereof~~District of Texas. Four other complaints, ~~and~~captioned ~~all~~The ~~permits~~Vladimir ~~and~~Gusinsky ~~licenses~~Rev. ~~related~~Trust tov. ~~such~~Andeavor, ~~tankage~~et ~~and~~al., ~~other~~case ~~facilities~~number 1:18-cv-00927-LPS, toLawrence ~~the~~Zucker ~~extent~~v. ~~assignable~~Andeavor, et al., case number 1:18-cv-00946-LPS, Mel Gross v. Andeavor, et al., case number 1:18-cv-00964-LPS, and toHudson ~~the~~v. ~~extent~~Andeavor, ~~used~~et inal., ~~connection~~case ~~with~~number 1:18-cv-01024-VAC-CJB, were filed in the ~~ownership~~U.S. ~~and~~District ~~operation~~Court offor the ~~assets~~District ~~described~~of ~~above;~~Delaware.

•The complaints ~~approximately~~generally ~~0.5~~allege ~~million~~that ~~barrels~~Andeavor, ofthe ~~crude~~directors ~~oil~~of Andeavor and ~~other~~the ~~feedstock~~MPC ~~storage~~Defendants ~~tankage~~disseminated ~~and~~a ~~approximately~~false ~~0.8~~or ~~million~~misleading ~~barrels~~registration statement regarding the proposed Merger in violation of ~~refined~~Section 14(a) ~~product~~of ~~storage~~the ~~tankage~~Securities ~~located~~Exchange atAct of 1934 (the ~~refinery~~“Exchange atAct”) ~~474~~and ~~West~~SEC ~~900~~Rule ~~North,~~14a-9 ~~Salt~~promulgated ~~Lake~~thereunder. ~~City~~Specifically, ~~Utah~~the (complaints allege that the ~~“Salt~~registration ~~Lake~~statement ~~Refinery”),~~filed ~~together~~by ~~with~~MPC ~~all~~misstated ~~related~~or ~~equipment,~~omitted ~~pipeline~~material ~~interconnections,~~information regarding ~~laboratories~~the parties’ financial projections and ~~ancillary~~the ~~facilities~~analyses ~~used~~performed ~~for~~by Andeavor’s and MPC’s respective financial advisors, and that disclosure of material information is necessary in light of preclusive deal protection provisions in the ~~operation~~Merger ~~thereof~~Agreement, the financial interests of Andeavor’s officers and ~~all~~directors ~~permits~~in completing the deal, and ~~licenses~~the ~~related~~financial tointerests ~~such~~of ~~tankage~~Andeavor’s and ~~other~~MPC’s ~~facilities~~respective tofinancial advisors. The complaints further allege that the ~~extent~~directors ~~assignable~~of Andeavor and/or the MPC Defendants are liable for these violations as “controlling persons” of Andeavor under Section 20(a) of the Exchange Act. The complaints seek injunctive relief, including to enjoin and/or rescind the ~~extent~~Merger, ~~used~~damages in ~~connection~~the ~~with~~event the ~~ownership~~Merger is consummated, and ~~operation~~an award of ~~the~~attorneys’ ~~assets~~fees, ~~described~~in ~~above;~~addition to other relief.

•Supplemental Disclosures approximately 3.2 million barrels of crude oil and other feedstock storage tankage and approximately 2.8 million barrels of refined product storage tankage located at the refinery unit at 2101 East Pacific Coast Highway, Wilmington, California (the “LARW Refinery Unit”), together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to ~~such~~Definitive ~~tankage~~Proxy ~~and~~Statement ~~other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above;~~

•This ~~approximately~~supplemental ~~0.9~~information ~~million~~to ~~barrels~~the ofDefinitive ~~crude~~Proxy ~~oil~~Statement ~~and~~should ~~other~~be ~~feedstock~~read ~~storage~~in ~~tankage~~conjunction ~~and~~with ~~approximately~~the Definitive ~~0.6~~Proxy ~~million~~Statement, ~~barrels~~which ofshould ~~refined~~be ~~product~~read ~~storage~~in ~~tankage~~its ~~located~~entirety. atNothing ~~the~~herein ~~refinery~~shall ~~unit~~be atdeemed ~~2350~~an ~~East~~admission ~~223rd~~of ~~Street, Carson, California (~~the ~~“LARC~~legal ~~Refinery~~necessity ~~Unit”),~~or ~~together~~materiality ~~with~~of ~~all~~any ~~related~~of ~~equipment,~~the ~~pipeline~~disclosures ~~interconnections,~~set ~~laboratories~~forth ~~and~~herein. ~~ancillary~~All ~~facilities~~page ~~used~~references ~~for~~in the ~~operation~~information ~~thereof,~~below ~~and~~are ~~all~~to ~~permits~~pages in ~~and~~the ~~licenses~~Definitive ~~related~~Proxy toStatement, ~~such tankage~~ and ~~other~~all ~~facilities~~terms toused ~~the~~but ~~extent~~not ~~assignable~~defined ~~and~~below toshall ~~the~~have ~~extent used in connection with~~ the ~~ownership~~meanings ~~and~~set ~~operation~~forth ofin the ~~assets~~Definitive ~~described~~Proxy ~~above;~~Statement.

•The ~~the~~following ~~rail~~underlined ~~terminal~~language ~~located~~is atadded to the ~~Mandan~~sixth ~~Refinery~~full ~~for~~paragraph in the ~~loading~~section ~~and unloading~~ of ~~propane,~~the ~~butane,~~Definitive Proxy ~~diesel,~~Statement ~~decanted~~entitled ~~oil,~~“The ~~sulfur~~Merger—Background ~~and~~of ~~catalyst from manifest and other railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for~~ the ~~operation~~Merger” ~~thereof,~~that ~~and~~appears ~~all~~on ~~permits~~page ~~and~~84. ~~licenses related to such rail terminal and trackage, to the extent assignable;~~

•On ~~rail~~April 6, ~~terminals~~2018, ~~located~~Messrs. atGoff ~~the~~and Heminger ~~Salt~~met ~~Lake~~to ~~Refinery~~discuss ~~for~~the key terms of the ~~loading~~transaction. ~~and~~While ~~unloading~~they ofpreviously ~~ethanol~~had discussed different exchange ratios that would be required to achieve various premia, ~~decanted~~Dduring ~~cycle~~this ~~oil~~meeting, Messrs. Goff and ~~liquefied~~Heminger first ~~petroleum~~discussed ~~gas~~the ~~from~~specific ~~manifest~~discussed ~~and~~regarding ~~other~~an ~~railcars,~~exchange ~~together~~ratio ~~with~~of ~~certain~~1.87x ~~rail~~MPC ~~lines~~shares ~~connected~~for ~~thereto~~each issued and ~~railcar~~outstanding ~~storage~~Andeavor ~~tracks~~share, ~~all~~which ~~related~~implied ~~equipment~~an ~~and~~approximate ~~ancillary~~27% ~~facilities~~premium ~~used~~to ~~for~~ the ~~operation~~closing ~~thereof~~price of Andeavor stock on April 5, ~~and~~2018 ~~all~~of ~~permits~~$107.76, and ~~licenses~~was ~~related~~in toline ~~such~~with ~~rail~~their ~~terminals~~targeted ~~and~~approximate ~~trackage,~~30% premium to ~~the~~Andeavor’s ~~extent~~share ~~assignable;~~price based on a 30-day VWAP. They also discussed various corporate governance issues.

•The ~~the~~following ~~rail~~underlined ~~terminal~~language ~~located~~is atadded to the ~~LARW~~second ~~Refinery~~paragraph ~~Unit~~in ~~for~~ the ~~loading~~section ~~and unloading~~ of ~~liquefied~~the ~~petroleum~~Definitive ~~gas~~Proxy ~~from~~Statement ~~manifest~~entitled ~~and~~“The Merger—Background ~~other~~of ~~railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for~~ the ~~operation~~Merger” ~~thereof,~~that ~~and~~appears ~~all~~on ~~permits~~page ~~and~~88. ~~licenses related to such rail terminal and trackage, to the extent assignable;~~

•Between ~~the~~April 16 ~~rail~~and ~~terminal~~April 29, ~~located~~2018, atMessrs. Goff and Heminger continued to have discussions regarding various aspects of the ~~LARC~~transaction, ~~Refinery~~including ~~Unit~~open ~~for~~issues in the ~~loading~~merger agreement and ~~unloading~~commitments ofwith ~~liquefied~~respect ~~petroleum~~to ~~gas~~employee ~~from~~benefits, ~~manifest~~retention and ~~other~~compensation. ~~railcars,~~Messrs. ~~together~~Goff and Heminger also began discussions regarding Mr. Goff’s role with ~~certain~~the ~~rail~~combined ~~lines~~company. ~~connected~~Messrs. ~~thereto~~Goff and ~~railcar~~Heminger ~~storage~~also ~~tracks,~~decided ~~all~~during ~~related~~this ~~equipment~~time ~~and~~to ~~ancillary~~defer ~~facilities~~specific ~~used~~discussions concerning the potential roles of other members of Andeavor management with the combined company until such time as the potential organizational structure for the ~~operation~~combined ~~thereof~~company was determined. On April 20, 2018, Messrs. Goff and ~~all~~Heminger ~~permits~~met in person to discuss transition and ~~licenses~~integration ~~related~~matters. On April 26, 2018, Messrs. Goff and Heminger held a telephone call to ~~such~~discuss ~~rail~~the ~~terminal~~cash election mechanism of the merger and ~~trackage~~agreed to reflect the outcome of that discussion in the merger agreement. On April 28, 2018, Messrs. Goff and Heminger agreed that Mr. Goff would serve as Executive Vice Chairman of the combined company. The parties thereafter negotiated the terms of Mr. Goff’s letter agreement in order for him to assume the ~~extent~~role ~~assignable;~~of Executive Vice Chairman after the closing of the merger.

•The ~~the~~following ~~truck~~underlined ~~rack~~language ~~located~~is atadded to the ~~Mandan~~third ~~Refinery~~full ~~for~~paragraph in the ~~loading~~section ~~and unloading~~ of ~~butane~~the ~~and~~Definitive ~~propane~~Proxy ~~from~~Statement ~~trucks,~~entitled ~~together~~“The Merger—Opinion ~~with~~of ~~all~~Goldman ~~related equipment and ancillary facilities used for the operation thereof~~Sachs, ~~and~~Andeavor’s ~~all~~Financial ~~permits~~Advisor—Selected ~~and~~Companies ~~licenses~~Analysis” ~~related~~that toappears ~~such~~on ~~truck~~page ~~rack,~~126. ~~to the extent assignable;~~

•Although none ~~two~~of ~~truck~~the ~~racks~~selected ~~located~~companies atis directly comparable to Andeavor or MPC, the ~~Salt~~companies ~~Lake~~included ~~Refinery~~were ~~for~~chosen because they are publicly traded companies in the ~~loading~~North American oil and ~~unloading~~gas ofrefining ~~propane,~~industry ~~isobutene,~~with ~~butane~~a market capitalization above $15 billion that have certain operational and ~~waxy~~financial ~~crude~~characteristics ~~from~~business ~~trucks~~profiles that, ~~together~~based ~~with~~on ~~all~~Goldman ~~related~~Sachs’ ~~equipment~~professional judgment and ~~ancillary~~experience, ~~facilities~~for ~~used~~purposes ~~for~~of analysis may be considered similar to the ~~operation~~business ~~thereof,~~profiles operational and ~~all~~financial ~~permits~~characteristics of Andeavor and ~~licenses~~MPC ~~related~~in tolight ~~such~~of, ~~truck~~among ~~racks~~other factors, totheir ~~the~~respective ~~extent~~business ~~assignable;~~profiles.

•The ~~the~~following ~~truck~~underlined ~~rack~~language ~~located~~is atadded to the ~~LARW~~second ~~Refinery~~full ~~Unit~~paragraph ~~for~~in the ~~loading~~section ~~and unloading~~ of ~~liquefied~~the ~~petroleum~~Definitive ~~gas~~Proxy ~~from~~Statement ~~trucks,~~entitled ~~together~~“The Merger—Opinion ~~with~~of ~~all~~Goldman ~~related~~Sachs, ~~equipment~~Andeavor’s ~~and~~Financial ~~ancillary~~Advisor—Illustrative ~~facilities~~Present ~~used~~Value ~~for~~of ~~the~~Future ~~operation~~Share ~~thereof,~~Price ~~and~~Analysis—Andeavor ~~all~~Standalone” ~~permits~~that ~~and~~appears ~~licenses~~on ~~related~~page to130. ~~such truck rack, to the extent assignable;~~

•Goldman Sachs performed illustrative analyses of the ~~truck~~implied ~~rack~~present ~~located~~values atof illustrative future values per share of Andeavor common stock on a standalone basis, which is designed to provide an indication of the ~~LARC~~present ~~Refinery~~value ~~Unit~~of a theoretical future value of a company’s equity as a function of such company’s financial multiples. Goldman Sachs calculated illustrative implied equity values per share of Andeavor common stock as of December 31, 2018 and December 31, 2019 on a standalone basis by applying one-year forward EV/EBITDA multiples ranging from 6.0x to 7.0x to estimated EBITDA for Andeavor for 2019 and 2020 as reflected in the ~~loading~~Andeavor forecasts, which are referred to as the 2019 Andeavor EBITDA estimate and ~~unloading~~the 2020 Andeavor EBITDA estimate, respectively. To derive illustrative implied equity values per share of ~~liquefied~~Andeavor common ~~petroleum~~stock ~~gas~~on a standalone basis, Goldman Sachs subtracted from ~~trucks~~the range of illustrative enterprise values it derived for Andeavor on a standalone basis (i) the amount of Andeavor’s net debt as of December 31, ~~together~~2018 ~~with~~and December 31, ~~all~~2019, ~~related~~as ~~equipment~~estimated by Andeavor management, (ii) illustrative estimated equity values of Andeavor’s non-controlling interest in Andeavor Logistics, which was calculated by applying an assumed EV/EBITDA multiple of 11x to the estimated EBITDA for Andeavor Logistics for 2019 and ~~ancillary~~2020 ~~facilities~~as ~~used~~set forth in the Andeavor forecasts of $1,483,000,000 and $1,673,000,000 for 2019 and 2020, respectively, subtracting from the ~~operation~~resulting ~~thereof~~enterprise values for Andeavor Logistics the amount of net debt and preferred equity for Andeavor Logistics as of December 31, 2018 and ~~all~~December 31, ~~permits~~2019, each as provided by Andeavor management, and multiplying ~~licenses~~the ~~related~~resulting illustrative equity values of Andeavor Logistics by the percentage of public ownership in Andeavor Logistics of 38.5%, as provided by Andeavor management, and (iii) the amount of preferred equity for Andeavor Logistics as of December 31, 2018 and December 31, 2019, respectively, as provided by Andeavor management. The illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account multiple estimates for Andeavor, MPC, Andeavor Logistics, the selected companies and certain other master limited partnerships that for purposes of this analysis may be considered similar to ~~such~~Andeavor ~~truck~~Logistics, ~~rack~~calculated using the forecasts and IBES estimates. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Andeavor on a standalone basis of 143,134,452 shares, as provided by Andeavor management (which gave effect to estimated share repurchases by Andeavor for the ~~extent~~remainder ~~assignable;~~of 2018 but assumed no share repurchases after 2018 as directed by Andeavor management), to derive a range of illustrative values per share of Andeavor common stock on a standalone basis as of December 31, 2018 and December 31, 2019. Goldman Sachs then discounted to present value as of January 1, 2018, using an illustrative discount rate of 10.0%, reflecting an estimate of Andeavor’s cost of equity, (i) the sum of (x) the theoretical future value of Andeavor common stock as of December 31, 2018 and (y) the aggregate per share dividends estimated for 2018 of $2.80 as reflected in the Andeavor forecasts and (ii) the sum of (x) the theoretical future value of Andeavor common stock as of December 31, 2019 and (y) the aggregate per share dividends estimated for 2018 and 2019 of $2.80 and $3.10, respectively, as reflected in the Andeavor forecasts. Goldman Sachs derived the illustrative discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of illustrative implied present values per share of Andeavor common stock of (i) $116.75 to $147.87 based on the 2019 Andeavor EBITDA estimate and (ii) $168.76 to $206.47 based on the 2020 Andeavor EBITDA estimate. The illustrative implied present value per share of Andeavor common stock resulting from this analysis using the upper end of the presented multiple range was (i) $163.43 based on the 2019 Andeavor EBITDA estimate and (ii) $225.32 based on the 2020 Andeavor EBITDA estimate.

•The ~~the~~following ~~interconnecting~~underlined ~~pipeline~~language ~~facilities~~is ~~located~~added below Sepulveda Boulevard, Alameda Street and the Long Beach Harbor Railroad and other railroad tracks, and adjoining lands between Wilmington and Carson, California (including the six-inch pipelines that are configured to ~~deliver gasoline, distillates, gas oil and alkylation unit feedstocks from~~ the ~~LARC~~second ~~Refinery~~full ~~Unit~~paragraph toin the ~~LARW~~section ~~Refinery~~of ~~Unit and two spares), and all related equipment and ancillary facilities used for~~ the ~~operation~~Definitive Proxy ~~thereof,~~Statement ~~and~~entitled ~~all~~“The ~~permits~~Merger—Opinion ~~and~~of ~~licenses~~Goldman ~~related to such pipelines~~Sachs, toAndeavor’s ~~the~~Financial ~~extent~~Advisor—Illustrative ~~assignable~~Present ~~and~~Value toof ~~the~~Future ~~extent~~Share ~~used~~Price inAnalysis—Implied ~~connection~~Valuation ~~with~~Uplift” ~~the~~that ~~ownership~~appears ~~and~~on ~~operation~~page of131. ~~the assets described above;~~

•Assuming, alternatively, as directed by Andeavor management, the ~~Mesquite~~all-stock ~~truck~~consideration ~~unloading~~scenario ~~station~~and ~~located~~the mixed consideration scenario, Goldman Sachs performed an illustrative analysis of the implied present value, as of January 1, 2018, of the future price per share of MPC common stock pro forma for the merger and calculated the implied valuation uplift for Andeavor common stock upon consummation of the merger. Goldman Sachs first calculated the implied values per share of MPC common stock pro forma for the merger as of December 31, 2018 and December 31, 2019 by applying one-year forward EV/EBITDA multiples ranging from 6.0x to 7.0x to estimated EBITDA for fiscal years 2019 and 2020 (which do not include the illustrative capitalized value of the synergies) as reflected in ~~Eddy~~the MPC ~~County~~pro forma forecasts, ~~New~~which ~~Mexico~~are referred to as the 2019 MPC pro forma EBITDA estimate and the 2020 MPC pro forma EBITDA estimate, respectively, and adding to the resulting illustrative enterprise values an illustrative capitalized value of the synergies of $10 billion, calculated using the forecasts and approved for Goldman Sachs’ use by Andeavor. To derive illustrative implied equity values per share of MPC common stock pro forma for the ~~unloading~~merger, Goldman Sachs subtracted from the range of ~~crude~~illustrative ~~trucks~~enterprise values it derived for ~~injection~~MPC pro forma for the merger (including the illustrative capitalized value of ~~crude~~the synergies) (i) the amount of MPC’s net debt pro forma for the merger as of December 31, 2018 and December 31, 2019, as estimated by Andeavor management, (ii) the an illustrative estimated equity value of Andeavor’s non-controlling interest in Andeavor and the an illustrative estimated equity value of MPC’s non-controlling interest in MPLX, which were calculated by applying an assumed EV/EBITDA multiple of 11x to the estimated EBITDA for Andeavor Logistics of $1,483,000,000 and $1,673,000,000 for 2019 and 2020, respectively, and the estimated EBITDA for MPLX of $3,651,000,000 and $3,911,000,000 for 2019 and 2020, respectively, as set forth in the MPC pro forma forecasts (which do not include the illustrative capitalized value of the synergies), subtracting from the resulting enterprise values for each of Andeavor Logistics and MPLX the amount of net debt and preferred equity for Andeavor Logistics and MPLX (on an as-converted basis for MPLX) as of December 31, 2018 and December 31, 2019, respectively, each as provided by Andeavor management, and multiplying the resulting equity values for each of Andeavor Logistics and MPLX by the percentage of public ownership in Andeavor Logistics and MPLX, as provided by Andeavor management, which was 38.5% for Andeavor Logistics as of both December 31, 2018 and 2019 and 36.4% and 38.8% for MPLX as of December 31, 2018 and as of December 31, 2019, respectively, and (iii) the amount of preferred equity of Andeavor Logistics and MPLX (on an as-converted basis for MPLX) as of December 31, 2018 and December 31, 2019, respectively, as provided by Andeavor management. The illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account multiple estimates for Andeavor, MPC, Andeavor Logistics, MPLX, the ~~TexNewMex~~selected ~~pipeline~~companies and certain other master limited partnerships that for purposes of this analysis may be considered similar to Andeavor Logistics and MPLX, ~~together~~calculated using ~~with~~the ~~all~~forecasts ~~related~~and ~~equipment~~IBES estimates. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of MPC pro forma for the merger of 681,404,427 shares, as provided by Andeavor management (which gave effect to estimated share repurchases by MPC pro forma for the merger for the rest of 2018 but assumed no share repurchases after 2018, as directed by Andeavor management) and ~~ancillary~~assuming, ~~facilities~~as ~~used~~directed by Andeavor management, a mixed consideration scenario. Goldman Sachs then discounted to present value as of January 1, 2018, using an illustrative discount rate of 9.7%, reflecting an estimate of MPC’s cost of equity pro forma for the ~~operation~~merger, ~~thereof~~(i) the sum of (x) the theoretical future value of MPC common stock pro forma for the merger as of December 31, 2018 and (y) the aggregate per share dividends estimated for 2018 of $1.84 as reflected in the MPC pro forma forecasts and (ii) the sum of (x) the theoretical future value of MPC common stock pro forma for the merger as of December 31, 2019 and (y) the aggregate per share dividends estimated for 2018 and 2019 of $1.84 and $2.02, respectively, as reflected in the MPC pro forma forecasts to derive a range of illustrative implied present values per share of MPC common stock pro forma for the merger. Goldman Sachs derived the illustrative discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then calculated a range of illustrative implied values for the pro forma value to be received per share of Andeavor common stock pursuant to the merger agreement for the all-stock ~~permits~~consideration scenario as directed by Andeavor management by multiplying the implied present values per share of MPC common stock pro forma for the merger derived from the above analysis by the exchange ratio. Goldman Sachs then calculated a range of illustrative implied values for the pro forma value to be received per share of Andeavor common stock for the mixed consideration scenario as directed by Andeavor management by adding (i) the product obtained by multiplying 0.85 by the product of the implied present values per share of MPC common stock pro forma for the merger derived from the above analysis multiplied by the exchange ratio and ~~licenses~~(ii) the ~~related~~product obtained by multiplying 0.15 by the $152.27 cash consideration. This analysis resulted in a range of illustrative implied values for the pro forma value to ~~such~~be ~~truck~~received ~~unloading~~per ~~station~~share of Andeavor common stock pursuant to the merger agreement of (i) $132.14 to $165.44 based on the 2019 MPC pro forma EBITDA estimate and assuming an all-stock consideration scenario, (ii) $167.75 to $204.72 based on the ~~extent~~2020 ~~assignable;~~MPC pro forma EBITDA estimate and assuming an all-stock consideration scenario, (iii) $135.16 to $163.46 based on the 2019 MPC pro forma EBITDA estimate and assuming a mixed consideration scenario and (iv) $165.43 to $196.85 based on the 2020 MPC pro forma EBITDA estimate and assuming a mixed consideration scenario. The illustrative implied value for the pro forma value to be received per share of Andeavor common stock resulting from this analysis using the upper end of the presented multiple range was (i) $182.08 based on the 2019 MPC pro forma EBITDA estimate and assuming an all-stock consideration scenario, (ii) $223.20 based on the 2020 MPC pro forma EBITDA estimate and assuming an all-stock consideration scenario, (iii) $177.61 based on the 2019 MPC pro forma EBITDA estimate and assuming a mixed consideration scenario and (iv) $212.56 based on the 2020 MPC pro forma EBITDA estimate and assuming a mixed consideration scenario.

•Cautionary ~~the~~Statement ~~Yucca~~Regarding ~~truck~~Forward-Looking ~~unloading~~Statements station located in Eddy County, New Mexico for the unloading of crude trucks for injection of crude into the TexNewMex pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck unloading station, to the extent assignable;

•This communication contains forward-looking statements within the ~~Mason~~meaning ~~East~~of ~~truck~~federal ~~unloading~~securities laws regarding Andeavor. These forward-looking statements relate to, among other things, the proposed transaction between Andeavor and ~~injection~~Marathon ~~station~~Petroleum ~~located~~Corporation and include expectations, estimates and projections concerning the business and operations, strategic initiatives and value creation plans of Andeavor and Andeavor Logistics (“ANDX”). In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in ~~Reeves~~the ~~County~~forward-looking statements. You can identify forward-looking statements by words such as “anticipate,” “believe,” ~~Texas~~“could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “imply,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “would,” “will” or other similar expressions that ~~receives~~convey ~~crude~~the ~~via~~uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Tcompanies’ control and are difficult to predict. Factors that could cause Andeavor’s actual results to differ materially from those implied in the forward-~~Station~~looking ~~line~~statements include: the ability to complete the proposed transaction between Andeavor and ~~trucks~~MPC ~~for~~and ~~injection~~on ~~into~~anticipated terms and timetable; the ~~Kinder~~ability ~~Morgan~~to obtain approval by the stockholders of Andeavor and ~~Bobcat~~MPC ~~Pipeline~~related to the proposed transaction and the ability to satisfy various other conditions to the closing of the transaction contemplated by the merger agreement; the ability to obtain regulatory approvals of the proposed transaction on the proposed terms and schedule, ~~together~~and any conditions imposed on the combined entities in connection with ~~all~~consummation ~~related~~of ~~equipment~~the proposed transaction; the risk that the cost savings and ~~ancillary~~any ~~facilities~~other ~~used~~synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of Andeavor; future levels of revenues, refining and marketing margins, operating costs, retail gasoline and distillate margins, merchandise margins, income from operations, net income or earnings per share; the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks; consumer demand for refined products; our ability to manage disruptions in credit markets or changes to our credit rating; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; the ~~operation~~success ~~thereof~~or timing of completion of ongoing or anticipated capital or maintenance projects; the reliability of processing units and other equipment; business strategies, growth opportunities and ~~all~~expected investment; ~~permits~~MPC’s share repurchase authorizations, including the timing and ~~licenses~~amounts ~~related~~of any common stock repurchases; the adequacy of our capital resources and liquidity, including but not limited to, ~~such~~availability ~~unloading~~of sufficient cash flow to execute our business plan and ~~injection~~to ~~station~~effect any share repurchases, including within the expected timeframe; the effect of restructuring or reorganization of business components; the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows; continued or further volatility in and/or degradation of general economic, market, industry or business conditions; compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the Renewable Fuel Standard, and/or enforcement actions initiated thereunder; the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation; the impact of adverse market conditions or other similar risks to those identified herein affecting MPLX LP and ANDX; and the ~~extent~~factors ~~assignable~~set (forth under the heading “~~Mason~~Risk ~~East Station~~Factors”); in Andeavor’s Annual Report on Form 10-K for the year ended Dec. 31, 2017 and in the Form S-4 filed by MPC, filed with the SEC. We have based our forward-looking statements on our current expectations, estimates and projections about our industry. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

•Additional ~~the~~Information ~~Jackrabbit (Wink) truck unloading~~ and ~~injection~~Where station located in Winkler County, Texas that receives crude via the T-Station line and trucks for injection of crude into the Kinder Morgan and Bobcat Pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to ~~such~~Find ~~unloading~~It ~~and injection station, to the extent assignable (the “Wink Station”);~~

•In connection with the ~~Jal~~proposed ~~storage~~transaction, ~~injection~~MPC and ~~rail~~Andeavor ~~unloading~~have ~~facility~~filed ~~located~~relevant inmaterials ~~Lea~~with ~~County~~the SEC, ~~New~~including ~~Mexico~~MPC’s registration statement on Form S-4 that ~~stores~~includes ~~and~~a ~~supplies~~definitive ~~natural~~joint ~~gas~~proxy ~~liquids~~statement/prospectus, ~~for~~which ~~use~~was indeclared effective by the SEC on August 3, 2018 and Andeavor’s Eldefinitive ~~Paso~~proxy ~~refinery~~statement ~~via~~on ~~rail~~Schedule ~~connections,~~14A ~~together~~filed with ~~all~~the ~~related~~SEC ~~equipment~~on August 3, ~~and~~2018. ~~ancillary~~INVESTORS ~~facilities~~AND ~~used~~SECURITY ~~for~~HOLDERS ~~the~~ARE ~~operation~~ENCOURAGED ~~thereof~~TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, ~~and~~INCLUDING ~~all~~THE ~~permits~~DEFINITIVE ~~and~~JOINT ~~licenses~~PROXY ~~related~~STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final joint proxy statement/prospectus will be mailed to ~~such~~stockholders ~~storage,~~of ~~injection~~Andeavor. Investors and ~~rail~~security ~~facility,~~holders will be able to obtain the ~~extent~~documents ~~assignable;~~free of charge at the SEC’s website, www.sec.gov, from Andeavor at its website, www.andeavor.com, or by contacting Andeavor’s Investor Relations at 210-626-4757.

•Participants (i) approximately 0.1 million barrels of natural gas liquid storage tankage, (ii) the rail and truck terminal for the loading and unloading of natural gas liquids from manifest and other railcars and trucks, together with certain rail lines connected thereto and railcar storage tracks, and (iii) the waterline, in ~~each~~Solicitation case located at the Wingate facility near Gallup, New Mexico, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such facility, to the extent assignable;

•MPC ~~approximately~~and ~~0.6~~Andeavor ~~million~~and their ~~barrels~~respective ofdirectors ~~crude~~and ~~oil~~executive officers and other ~~feedstock~~members ~~storage~~of ~~tankage~~management ~~located~~and atemployees ~~Koch~~may ~~Pipeline~~be ~~Company~~deemed Lto be participants in the solicitation of proxies in respect of the proposed transaction.P. Information concerning Andeavor’s participants ~~Clearbrook~~is ~~terminal~~set forth in ~~Clearbrook,~~the ~~Minnesota~~proxy statement, ~~together~~filed ~~with~~March 15, ~~all~~2018, ~~related~~for ~~equipment,~~Andeavor’s ~~pipeline~~2018 ~~interconnections,~~annual ~~laboratories~~meeting ~~and~~of ~~ancillary~~stockholders ~~facilities~~as ~~used~~filed ~~for~~with the ~~operation~~SEC ~~thereof,~~on ~~and~~Schedule ~~all~~14A. ~~permits~~Additional ~~and~~information ~~licenses~~regarding ~~related~~the tointerests of such ~~tankage~~participants ~~and~~in ~~other~~the solicitation ~~facilities~~of toproxies ~~the~~in ~~extent~~respect ~~assignable~~of ~~and~~the toproposed ~~the~~transaction ~~extent~~will ~~used~~be included in ~~connection~~the ~~with~~registration ~~the~~statement ~~ownership~~and joint proxy statement/prospectus and ~~operation~~other ofrelevant materials to be filed with the ~~assets~~SEC ~~described~~when ~~above;~~they become available.

•SIGNATURE the sixteen-inch Bobcat Pipeline that transports crude oil between the Mason East Station in Reeves County, Texas to the Wink Station in Winkler County, Texas, and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipeline, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above;

•Pursuant to the ~~twelve-inch~~requirements ~~Benny~~of ~~Pipeline that delivers crude oil from~~ the ~~Conan~~Securities ~~terminal~~Exchange inAct ~~Loving,~~of ~~Texas to a connection with WRP ( as defined below) gathering lines near Battle Axe in Lea County~~1934, ~~New Mexico, and all related equipment and ancillary facilities used for~~ the ~~operation~~registrant ~~thereof,~~has ~~and~~duly ~~all~~caused ~~permits~~this ~~and~~report ~~licenses related~~ to ~~such~~be ~~pipeline,~~filed toon ~~the~~its ~~extent~~behalf ~~assignable~~by ~~and to~~ the ~~extent~~undersigned hereunto ~~used~~duly inauthorized. ~~connection with the ownership and operation of the assets described above;~~

•ANDEAVOR ~~the~~By: ~~8-inch~~/s/ ~~Aranco~~Blane ~~Pipeline~~Peery ~~that~~Name: isBlane ~~configured~~Peery toTitle: ~~deliver~~Vice ~~petroleum products from the St. Paul Refining refinery in St. Paul Park~~President, Minnesota to its Cottage Grove, Minnesota tankage, and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipeline, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above;Controller

~~• all of the issued and outstanding limited liability company interests in~~Date: ~~(i)~~September ~~Tesoro Great Plains Midstream LLC~~14, ~~(2)~~2018 Andeavor MPL Holdings LLC, (3) Andeavor Logistics CD LLC, (4) Western Refining Conan Gathering, LLC, (5) Western Refining Delaware Basin Storage, LLC, and (6) Asphalt Terminals LLC (“ATL”), and 67% of all of the issued and outstanding limited liability company interests in Andeavor Logistics Rio Pipeline LLC; and

• certain related real property interests as set forth on Schedule A to the Contribution Agreement.

On August 6, 2018, the Partnership completed the acquisition of the Assets as contemplated by the Contribution Agreement (the “Contribution”) in exchange for its payment to WRS of $1.55 billion, comprised of (i) $300 million in cash financed with borrowings under the Senior Secured Revolving Credit Agreement dated as of January 29, 2016, among the Partnership, Bank of America, N. A., as administrative agent, and the other lenders party thereto, and (ii) 28,283,742 newly issued common units of the Partnership with a fair value of $1.25 billion.

In connection with the Contribution, the applicable Andeavor Parties and Logistics Parties entered into certain commercial agreements and other agreements, as described below.

The foregoing description of the Contribution Agreement is not complete and is qualified in its entirety by reference to the Contribution Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Second Amended and Restated Schedules to the Fourth Amended and Restated Omnibus Agreement

Effective August 6, 2018, Andeavor entered into the Second Amended and Restated Schedules to the Fourth Amended and Restated Omnibus Agreement (the “Amended Omnibus Schedules”) with the General Partner, the Partnership, Tesoro Refining & Marketing Company LLC (“TRMC”), Tesoro Alaska Company LLC (“TAC”) and Tesoro Companies, Inc. (“TCI”), which amend and restate the schedules to the Fourth Amended and Restated Omnibus Agreement to include the Assets.

The foregoing description is not complete and is qualified in its entirety by reference to the Amended Omnibus Schedules, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Relationships

Each of the Partnership, the General Partner, WRP and the other Logistics Parties as well as TRMC, TAC, TCI, ATL and WRCL is a direct or indirect subsidiary of Andeavor. As a result, certain individuals, including officers and directors of Andeavor and the General Partner, serve as officers and/or directors of more than one of such other entities. After the Contribution, the General Partner, as the general partner of the Partnership, holds a non-economic general partner interest in, and 88,624,852 common units of, the Partnership, which represent approximately 36.1% of the outstanding common units of the Partnership. Andeavor, through WRS, owns 67,548,276 common units of the Partnership, which represent approximately 27.5% of the outstanding common units of the Partnership, in addition to the non-economic general partner interest and the common units in the Partnership held by the General Partner, as discussed above. Andeavor also holds, through WRS, 80,000 TexNew Mex units representing limited partner interests in the Partnership and a special limited partner interest in the Partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The description in Item 1.01 above of the closing of the Contribution is incorporated into this Item 2.01 by reference.

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. 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, which involve risks, uncertainties and assumptions that are difficult to predict. They include, without limitation, statements related to the expected completion date of the construction of the LAR Interconnecting Pipelines. These forward-looking statements are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. A number of factors could cause our actual results to differ, possibly materially, from the anticipated results indicated in or implied by these forward-looking statements. Such factors include those detailed in our annual reports on Form 10-K, quarterly reports on Form 10-Q and other public filings and press releases, available on our website at http://andeavor.com and on the SEC’s website at http://www.sec.gov. Our forward-looking statements are based on assumptions that we consider to be reasonable but that may not prove to be accurate. We 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
2.1		Contribution, Conveyance and Assumption Agreement, dated as of August 6, 2018, by and among Andeavor Logistics LP, Tesoro Logistics Operations LLC, Tesoro Logistics Pipelines LLC, Western Refining Terminals, LLC, Western Refining Pipeline, LLC, Tesoro High Plains Pipeline Company LLC, Western Refining Logistics LP, Tesoro SoCal Pipeline Company LLC, WNRL Energy, LLC, Andeavor, Tesoro Refining & Marketing Company LLC, Western Refining Southwest, Inc., Tesoro Great Plains Gathering & Marketing LLC and Tesoro Great Plains Midstream LLC.
10.1		Second Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement, dated as of August 6, 2018, by and among Andeavor, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2018

ANDEAVOR By: /s/ Blane W. Peery Blane W. Peery Vice President and Controller

Filing Compare · ANDEAVOR LLC