Attached files
file | filename |
---|---|
EX-8.1 - EX-8.1 - ANDEAVOR LOGISTICS LP | h78279mfexv8w1.htm |
EX-5.1 - EX-5.1 - ANDEAVOR LOGISTICS LP | h78279mfexv5w1.htm |
EX-23.1 - EX-23.1 - ANDEAVOR LOGISTICS LP | h78279mfexv23w1.htm |
As filed with the Securities and Exchange Commission on April 19, 2011
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SECURITIES ACT OF 1933
Tesoro Logistics LP
(Exact name of Registrant as Specified in Its Charter)
Delaware | 4610 | 27-4151603 | ||
(State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer Identification | ||
Incorporation or Organization) | Classification Code Number) | Number) |
19100 Ridgewood Parkway
San Antonio, Texas 78259-1828
(210) 626-6000
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrants Principal Executive Offices)
San Antonio, Texas 78259-1828
(210) 626-6000
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrants Principal Executive Offices)
Charles S. Parrish
Vice President, General Counsel and Secretary
19100 Ridgewood Parkway
San Antonio, Texas 78259-1828
(210) 626-4280
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Vice President, General Counsel and Secretary
19100 Ridgewood Parkway
San Antonio, Texas 78259-1828
(210) 626-4280
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
William N. Finnegan IV | David P. Oelman | |
Brett E. Braden | D. Alan Beck, Jr. | |
Latham & Watkins LLP | Vinson & Elkins L.L.P. | |
717 Texas Avenue, Suite 1600 | 1001 Fannin Street, Suite 2500 | |
Houston, Texas 77002 | Houston, Texas 77002 | |
(713) 546-5400 | (713) 758-2222 |
Approximate date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. þ File No. 333-171525
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o
|
Accelerated filer o | |
Non-accelerated filer þ
|
Smaller reporting company o | |
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||
Title of Each Class of | Amount to be | Offering Price per | Aggregate | Registration | ||||||||||
Securities To Be Registered | Registered(1) | Common Unit(2) | Offering Price | Fee(3) | ||||||||||
Common units representing
limited partner interests |
14,950,000 | $21.00 | $313,950,000 | $36,450 | ||||||||||
(1) | Includes common units issuable upon exercise of the underwriters option to purchase additional common units. | |
(2) | Based upon the public offering price. | |
(3) | The Registrant has previously paid $26,703 in connection with the Registrants Registration Statement on Form S-1 (File No. 333-171525) filed on January 4, 2011 and $8,345 in connection with the filing of Amendment No. 4 to such Registration Statement on April 4, 2011. |
The Registration Statement shall become effective upon filing with the Securities and Exchange
Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
Explanatory Note
This registration statement is being filed with respect to the registration of additional
common units representing limited partner interests of Tesoro Logistics LP, a Delaware limited
partnership, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of
the registration statement on Form S-1 (Registration No. 333-171525), initially filed by Tesoro
Logistics LP with the Securities and Exchange Commission on January 4, 2011, as amended by
Amendment No. 1 thereto filed on February 9, 2011, Amendment No. 2 thereto filed on March 14, 2011,
Amendment No. 3 thereto filed on March 18, 2011, Amendment No. 4 thereto filed on April 4, 2011,
Amendment No. 5 thereto filed on April 6, 2011, Amendment No. 6 thereto filed on April 13, 2011 and
Amendment No. 7 thereto filed on April 19, 2011, and which was declared effective on April 19,
2011, including the exhibits thereto, are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed
herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
a. Exhibits. All exhibits previously filed or incorporated by reference in the registrants
Registration Statement on Form S-1, as amended (Registration No. 333-171525), are incorporated by reference
into, and shall be deemed to be a part of this filing, except for the following, which are filed
herewith:
Exhibit | ||||
Number | Description | |||
5.1
|
| Opinion of Latham & Watkins LLP as to the legality of the securities being registered | ||
8.1
|
| Opinion of Latham & Watkins LLP relating to tax matters | ||
23.1
|
| Consent of Ernst & Young LLP | ||
23.2
|
| Consent of Latham & Watkins LLP (contained in Exhibit 5.1) | ||
23.3
|
| Consent of Latham & Watkins LLP (contained in Exhibit 8.1) | ||
24.1
|
| Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-171525) initially filed with the Securities and Exchange Commission on January 4, 2011 and incorporated by reference herein). |
b. Financial Statement Schedules
None.
II-1
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on
April 19, 2011.
TESORO LOGISTICS LP |
||||
By: | Tesoro Logistics GP, LLC | |||
its General Partner | ||||
By: | /s/ Charles S. Parrish | |||
Charles S. Parrish | ||||
Vice President, General Counsel and Secretary | ||||
Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
* |
Chairman of the Board of
Directors and Chief Executive Officer (Principal Executive Officer) |
April 19, 2011 | ||
* |
Director, Vice President and
Chief Financial Officer (Principal Financial and Accounting Officer) |
April 19, 2011 | ||
* |
Director and President | April 19, 2011 | ||
/s/ Charles S. Parrish |
Director, Vice President, General Counsel and Secretary |
April 19, 2011 | ||
|
Director | |||
*By:
/s/ Charles S. Parrish |
||||
Charles S. Parrish Attorney-in-Fact |
II-2
EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
5.1
|
| Opinion of Latham & Watkins LLP as to the legality of the securities being registered | ||
8.1
|
| Opinion of Latham & Watkins LLP relating to tax matters | ||
23.1
|
| Consent of Ernst & Young LLP | ||
23.2
|
| Consent of Latham & Watkins LLP (contained in Exhibit 5.1) | ||
23.3
|
| Consent of Latham & Watkins LLP (contained in Exhibit 8.1) | ||
24.1
|
| Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-171525) initially filed with the Securities and Exchange Commission on January 4, 2011 and incorporated by reference herein). |
II-3