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EX-1.1 - EX-1.1 - ANDEAVOR LOGISTICS LP | h81615exv1w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2011
TESORO LOGISTICS LP
(Exact name of Registrant as specified in its charter)
Delaware | 1-35143 | 27-4151603 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification Number) |
19100 Ridgewood Parkway
San Antonio, Texas 78259-1828
(Address of principal executive offices, including zip code)
San Antonio, Texas 78259-1828
(Address of principal executive offices, including zip code)
(210) 626-6000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On April 19, 2011, Tesoro Logistics LP (the Partnership) entered into an Underwriting
Agreement (the Underwriting Agreement), by and among the Partnership, Tesoro Logistics GP, LLC
(the General Partner), Tesoro Corporation (Tesoro), Tesoro Refining and Marketing Company
(TRMC) and Tesoro Alaska Company (Tesoro Alaska and, together with the Partnership, the
General Partner, Tesoro and TRMC, the Partnership Parties) and Citigroup Global Markets Inc.,
Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner, & Smith Incorporated and Credit Suisse
Securities (USA) LLC as representatives of the several underwriters named therein (the
Underwriters), providing for the offer and sale by the Partnership (the Offering), and purchase
by the Underwriters, of 13,000,000 common units representing limited partner interests in the
Partnership at a price to the public of $21.00 per common unit ($19.6875 per common unit, net of
underwriting discounts). Pursuant to the Underwriting Agreement, the Partnership also granted the
Underwriters an option for a period of 30 days to purchase up to an additional 1,950,000 common
units (the Option Units) to cover over-allotments, if any, on the same terms. On April 20, 2011,
the Underwriters exercised this option for all of the Option Units.
The material terms of the Offering are described in the prospectus, dated April 19, 2011 (the
Prospectus), filed by the Partnership with the United States Securities and Exchange Commission
(the Commission) on April 21, 2011 pursuant to Rule 424(b)(4) under the Securities Act of 1933,
as amended (the Securities Act). The Offering is registered with the Commission pursuant to a
Registration Statement on Form S-1, as amended (File No. 333-171525), initially filed by the
Partnership on January 4, 2011.
The Underwriting Agreement contains customary representations, warranties and agreements of
the Partnership Parties, and customary conditions to closing, obligations of the parties and
termination provisions. The Partnership Parties have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the Underwriters may be required to make because of any of those liabilities.
The Offering is expected to close on April 26, 2011. The Partnership will receive proceeds
(net of underwriting discounts and commissions, structuring fees and offering expenses) from the
Offering of approximately $246.6 million. As described in the Prospectus, the Partnership will use
the net proceeds of the sale of the common units to:
| distribute $241.6 million to Tesoro, TRMC and TAL, in part to reimburse these entities for certain capital expenditures they incurred with respect to assets contributed to the Partnership; | ||
| pay debt issuance costs of $2.0 million; and | ||
| use $3.0 million for working capital purposes. |
The Partnership will use the net proceeds of the sale of Optional Units to redeem an
equivalent number of common units from Tesoro, TRMC and TAL, in partial consideration of the assets
contributed to the Partnership by Tesoro, TRMC and TAL.
As more fully described under the caption Underwriting in the Prospectus, certain of the
Underwriters may from time to time in the future provide investment banking and financial advisory
and other financial services in the ordinary course of their business for the Partnership and its
affiliates for which they may receive customary advisory or transaction fees, as applicable, plus
reimbursement of out-of-pocket expenses.
The foregoing description is not complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and incorporated in this Item 1.01 by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description of the Exhibit | |||
1.1 | Underwriting Agreement dated as of April 19, 2011 among the
Partnership, Tesoro Logistics GP, LLC, Tesoro Corporation,
Tesoro Refining and Marketing Company and Tesoro Alaska
Company and Citigroup Global Markets Inc., Wells Fargo
Securities LLC, Merrill Lynch, Pierce, Fenner, & Smith
Incorporated and Credit Suisse Securities (USA) LLC as
representatives of the several underwriters named therein |
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.
TESORO LOGISTICS LP |
||||
By: | Tesoro Logistics GP, LLC | |||
its General Partner | ||||
Date: April 25, 2011 | By: | /s/ Charles S. Parrish | ||
Charles S. Parrish | ||||
Vice President, General Counsel and Secretary | ||||
EXHIBIT INDEX
Exhibit Number | Description of the Exhibit | |||
1.1 | Underwriting Agreement dated as of April 19, 2011 among the
Partnership, Tesoro Logistics GP, LLC, Tesoro Corporation,
Tesoro Refining and Marketing Company and Tesoro Alaska
Company and Citigroup Global Markets Inc., Wells Fargo
Securities. LLC, Merrill Lynch, Pierce, Fenner, & Smith
Incorporated and Credit Suisse Securities (USA) LLC as
representatives of the several underwriters named therein |