Attached files
file | filename |
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EX-3.1 - EX-3.1 - ANDEAVOR LOGISTICS LP | h81669exv3w1.htm |
EX-3.2 - EX-3.2 - ANDEAVOR LOGISTICS LP | h81669exv3w2.htm |
EX-10.2 - EX-10.2 - ANDEAVOR LOGISTICS LP | h81669exv10w2.htm |
EX-10.8 - EX-10.8 - ANDEAVOR LOGISTICS LP | h81669exv10w8.htm |
EX-10.4 - EX-10.4 - ANDEAVOR LOGISTICS LP | h81669exv10w4.htm |
EX-10.5 - EX-10.5 - ANDEAVOR LOGISTICS LP | h81669exv10w5.htm |
EX-10.1 - EX-10.1 - ANDEAVOR LOGISTICS LP | h81669exv10w1.htm |
EX-10.6 - EX-10.6 - ANDEAVOR LOGISTICS LP | h81669exv10w6.htm |
EX-10.9 - EX-10.9 - ANDEAVOR LOGISTICS LP | h81669exv10w9.htm |
EX-10.7 - EX-10.7 - ANDEAVOR LOGISTICS LP | h81669exv10w7.htm |
EX-10.3 - EX-10.3 - ANDEAVOR LOGISTICS LP | h81669exv10w3.htm |
EX-10.11 - EX-10.11 - ANDEAVOR LOGISTICS LP | h81669exv10w11.htm |
EX-10.10 - EX-10.10 - ANDEAVOR LOGISTICS LP | h81669exv10w10.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 25, 2011
TESORO LOGISTICS LP
(Exact name of registrant as specified in its charter)
Delaware | 1-35143 | 27-4151603 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
of incorporation) |
19100 Ridgewood Pkwy
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 (see General Instruction
A.2.):
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. |
On April 26, 2011, Tesoro Logistics LP (the Partnership) completed its initial public
offering (the Offering) of 14,950,000 common units representing limited partner interests
(Common Units) at $21.00 per Common Unit pursuant to a Registration Statement on Form S-1, as
amended (File No. 333-171525) initially filed by the Partnership with the Securities and Exchange
Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities
Act), on January 4, 2011. The material provisions of the Offering are described in the
prospectus, dated April 19, 2011, filed with the Commission on
April 21, 2011, pursuant to Rule
424(b) under the Securities Act (the Prospectus).
Credit Agreement
On April 26, 2011, the Partnership entered into a senior secured revolving credit
agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and a
syndicate of banks and financial institutions as lenders. The Credit Agreement provides for total
revolving loan availability of $150 million and permits the Partnership to request that the
availability be increased up to an aggregate of $300 million, subject to receiving increased commitments from the
lenders. The Credit Agreement is guaranteed by all of the Partnerships subsidiaries and secured
by substantially all of the assets of the Partnership and its subsidiaries. The Credit Agreement
is scheduled to mature on April 25, 2014.
Borrowings under the Credit Agreement will bear interest at either a base rate (3.25% at April
26, 2011), plus the applicable margin, or a Eurodollar rate (0.21% at April 26, 2011), plus an
applicable margin. The applicable margin at April 26, 2011, was 1.50% in the case of the base rate
and 2.50% in the case of the Eurodollar rate but will generally vary based upon the Partnerships
Consolidated Leverage Ratio, as defined in the Credit Agreement.
The Credit Agreement contains customary affirmative and negative covenants that, among other
things, limit or restrict the Partnerships ability (as well as the ability of the Partnerships
subsidiaries) to:
| incur additional debt, subject to customary carve outs for certain permitted additional debt, or incur certain liens on assets, subject to customary carve outs for certain permitted liens; | ||
| make certain cash distributions, provided that we may make quarterly distributions of available cash so long as no default under the Credit Agreement then exists or would result therefrom, and provided that no more than $20 million may be drawn on the revolving credit facility to fund such quarterly distributions; | ||
| dispose of assets in excess of an annual threshold amount; | ||
| make certain amendments, modifications or supplements to organization documents and material contracts; | ||
| engage in certain business activities; | ||
| engage in certain mergers or consolidations and transfers of assets; and | ||
| enter into non-arms-length transactions with affiliates. |
The Credit Agreement also contains financial covenants. Under these covenants, the
Partnership cannot:
| permit the ratio of our consolidated EBITDA to our consolidated interest charges as of the end of any fiscal quarter, for the immediately preceding four quarter period, to be less than 3.00 to 1.00; or | ||
| permit the ratio of our consolidated funded debt to our consolidated EBITDA as of the end of any fiscal quarter, for the immediately preceding four quarter period, to be greater than 4.50 to 1.00 during a temporary period from the date of consummation of certain acquisitions (as described in the Credit Agreement) until the last day of the third consecutive quarter following such acquisitions, and greater than 4.00 to 1.00 at all other times. |
The foregoing description is not complete and is qualified in its entirety by reference to the
full Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
2
Contribution, Conveyance and Assumption Agreement
The description of the Contribution Agreement (as defined below) provided below under Item
2.01 is incorporated in this Item 1.01 by reference. A copy of the Contribution Agreement is filed
as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Omnibus Agreement
On April 26, 2011, in connection with the closing of the Offering, we entered into an Omnibus
Agreement (the Omnibus Agreement) with our general partner, Tesoro Logistics GP, LLC (the
General Partner), and Tesoro Corporation (Tesoro), Tesoro Refining and Marketing Company
(TRMC), Tesoro Alaska Company (Tesoro Alaska and, together with Tesoro and TRMC, the Tesoro
Parties) and Tesoro Companies, Inc. (TCI), that addresses the following matters:
| our obligation to pay Tesoro an annual corporate services fee, initially in the amount of $2.5 million, for the provision by Tesoro and its subsidiaries of certain centralized corporate services. This fee is in addition to certain expenses of the General Partner and its affiliates (including Tesoro) that are reimbursed in accordance with our Partnership Agreement; | ||
| our agreement to reimburse Tesoro for all other direct or allocated costs and expenses incurred by Tesoro or its affiliates on our behalf; | ||
| the Tesoro Parties agreement not to compete with us under certain circumstances; | ||
| our right of first offer to acquire certain logistics assets of the Tesoro Parties; | ||
| the obligation of Tesoro Alaska and TRMC to indemnify us for certain claims, losses and expenses we incur attributable to, among other matters, certain environmental, title, tax and other liabilities relating to assets contributed by Tesoro and its subsidiaries to us, and our obligation to indemnify Tesoro and its subsidiaries for certain claims, losses or expenses incurred by Tesoro or its subsidiaries attributable to the ownership and operation of our assets; | ||
| TRMCs obligation to reimburse us for certain costs in excess of agreed thresholds incurred in connection with renewing our current control center services agreement, entering into a new similar agreement with another third party or providing replacement services; and | ||
| the granting of a license from Tesoro to us with respect to use of the Tesoro name and trademark. |
So long as Tesoro controls our general partner, the Omnibus Agreement will remain in full
force and effect unless mutually terminated by the parties. If Tesoro ceases to control our general
partner, either party may terminate the Omnibus Agreement, provided that the indemnification
obligations of Tesoro Alaska and TRMC made under the Omnibus Agreement will remain in full force
and effect in accordance with their terms.
The foregoing description is not complete and is qualified in its entirety by reference to the
Omnibus Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and
incorporated herein by reference.
Operational Services Agreement
On April 26, 2011, in connection with the closing of the Offering, the General Partner and
certain of our subsidiaries, Tesoro Logistics Operations LLC (the Operating Company) and Tesoro
High Plains Pipeline Company LLC (Tesoro HP and, together with the General Partner and the
Operating Company, the Logistics Group), entered into an Operational Services Agreement (the
Operational Services Agreement) with Tesoro Alaska, TRMC, and TCI (Tesoro Alaska, TRMC and TCI
being referred to in this paragraph as the Tesoro Group) under which the Tesoro Group will
provide our pipelines, terminals and storage facilities with certain operational services, such as
communications, electricity, software services, security, fire and safety, maintenance and certain
environmental services. The Logistics Group will reimburse the Tesoro Group for direct costs
incurred by the Tesoro Group in providing these services, except to the extent that the Tesoro
Group otherwise provides such services in support of its own assets. In addition, the Logistics
Group will pay the Tesoro Group an annual service fee, initially in the amount of $0.3 million
(prorated for the first year of services), for services performed by certain of the Tesoro Groups
field-level employees at our Mandan terminal and Salt Lake City storage facility.
The foregoing description is not complete and is qualified in its entirety by reference to the
Operational Services Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K
and incorporated herein by reference.
3
High Plains Pipeline System Transportation Services Agreement
On April 26, 2011, in connection with the closing of the Offering, Tesoro HP entered into a
pipeline transportation services agreement (the High Plains Pipeline System Transportation
Services Agreement) with TRMC under which Tesoro HP will transport crude oil on its High Plains
pipeline system to TRMCs Mandan refinery. Under the agreement, TRMC is obligated to transport an
average of at least 49,000 barrels per day (bpd) of crude oil per month at the North Dakota
Public Service Commission committed rates from North Dakota origin points to TRMCs Mandan
refinery. Tesoro HP will also charge TRMC an uncommitted pumpover services fee of approximately
$0.15 per barrel on each barrel that Tesoro HP injects into its High Plains pipeline system from
adjacent tanks, as well as uncommitted gathering fees that vary by gathering pipeline segment for
each barrel of crude oil gathered by Tesoro HPs collector pipelines feeding our main pipeline
system. If TRMC fails to transport aggregate volumes from North Dakota origin points to the
refinery equal to its minimum throughput commitment during any calendar month, TRMC will owe Tesoro
HP a shortfall payment equal to the volume of the shortfall multiplied by the weighted average
committed tariff rate paid by TRMC for that month. The amount of any shortfall payment paid by TRMC
will be credited against any amounts owed by TRMC for the transportation of volumes from North
Dakota origin points in excess of its minimum throughput commitment during any of the succeeding
three months.
The foregoing description is not complete and is qualified in its entirety by reference to the
High Plains Pipeline System Transportation Services Agreement, which is filed as Exhibit 10.6 to
this Current Report on Form 8-K and incorporated herein by reference.
Trucking Transportation Services Agreement
On April 26, 2011, in connection with the closing of the Offering, the Operating Company
entered into a trucking transportation services agreement (the Trucking Transportation Services
Agreement) with TRMC under which the Operating Company will coordinate the collection,
transportation and delivery of crude oil acquired by TRMC in Montana and North Dakota and intended
for delivery by truck into Tesoro HPs High Plains pipeline system or other delivery points as
mutually agreed upon. The Operating Company will also provide TRMC with related accounting and
data services under the agreement. For these services, TRMC will pay the Operating Company an
initial $2.72 per-barrel transportation fee and is obligated to use the Operating Companys
trucking services for a minimum volume of crude oil equal to an average of 22,000 bpd per month.
The Operating Company will also charge TRMC separate uncommitted tank usage fees of approximately
$0.15 per barrel on each barrel that is delivered by truck to the Operating Companys proprietary
tanks located adjacent to injection points along Tesoro HPs High Plains pipeline system. If TRMC
fails to use the Operating Company to gather, transport and deliver an amount of crude oil equal to
its minimum throughput commitment during any calendar month, then TRMC will pay the Operating
Company a shortfall payment equal to the volume of the shortfall multiplied by the per-barrel
transportation fee. The amount of any shortfall payment paid by TRMC will be credited against any
amounts owed by TRMC for volumes the Operating Company gathers, transports and delivers in excess
of TRMCs minimum throughput commitment during any of the succeeding three months.
The foregoing description is not complete and is qualified in its entirety by reference to the
Trucking Transportation Services Agreement, which is filed as Exhibit 10.7 to this Current Report
on Form 8-K and incorporated herein by reference.
Master Terminalling Agreement
On April 26, 2011, in connection with the closing of the Offering, the Operating Company
entered into a master terminalling services agreement (the Master Terminalling Agreement) with
TRMC and Tesoro Alaska (collectively referred to in this paragraph as the Tesoro Parties) under
which the Tesoro Parties will throughput minimum volumes of refined products equal to an aggregate
average of 100,000 bpd per month at the Operating Companys eight refined products terminals. The
Operating Company and the Tesoro Parties have assigned a minimum stipulated volume to each
terminal, and the Operating Company is obligated to make available to the Tesoro Parties sufficient
storage and throughput capacity at each terminal to allow the Tesoro Parties to throughput the
applicable stipulated volume of refined products at each of the terminals. The Operating Company
will charge throughput fees for each barrel distributed through its terminals in addition to
separate fees, ranging from $0.07 to $1.05 per barrel, for providing ancillary services such as
ethanol blending and additive injection. If the Tesoro Parties fail to throughput an amount of
refined products equal to its minimum throughput commitment during any calendar month, then the
Tesoro Parties will pay the Operating Company a shortfall payment equal to the volume of the
shortfall multiplied by the weighted average throughput fee (including any ancillary services fees)
incurred by the Tesoro Parties during that month. The amount of any shortfall payment paid by the
Tesoro Parties will be credited against any payments owed by the Tesoro Parties during any of the
following three months to the extent that the Tesoro Parties throughput exceeds their minimum
throughput commitment for that month.
4
The foregoing description is not complete and is qualified in its entirety by reference to the
Master Terminalling Agreement, which is filed as Exhibit 10.8 to this Current Report on Form 8-K
and incorporated herein by reference.
Salt Lake City Short-Haul Pipelines Transportation Services Agreement
On April 26, 2011, in connection with the closing of the Offering, the Operating Company
entered into a short-haul pipeline transportation services agreement (the SLC Short-Haul Pipelines
Transportation Services Agreement) with TRMC under which TRMC will pay an initial transportation
fee of $0.25 per-barrel for transporting minimum volumes of crude oil and refined products equal to
an average of 54,000 bpd per month on the Operating Companys five Salt Lake City short-haul
pipelines. If TRMC fails to ship an amount of crude oil and refined products equal to its full
minimum throughput commitment during any calendar month, then TRMC will pay the Operating Company a
shortfall payment equal to the volume of the shortfall multiplied by the per-barrel transportation
fee. The amount of any shortfall payment paid by TRMC will be credited against any amounts owed by
TRMC for the transportation of volumes in excess of its minimum throughput commitment on the
Operating Companys five Salt Lake City short-haul pipelines during any of the succeeding three
months.
The foregoing description is not complete and is qualified in its entirety by reference to the
full text of the SLC Short-Haul Pipelines Transportation Services Agreement, which is filed as
Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference.
Salt Lake City Storage and Transportation Services Agreement
On April 26, 2011, in connection with the closing of the Offering, the Operating Company
entered into a storage and transportation services agreement (the SLC Storage and Transportation
Services Agreement), with TRMC under which TRMC will pay the
Operating Company an initial $0.50 per-barrel fee per month
for storing crude oil and refined products at the Operating Companys Salt Lake City storage
facility and transporting crude oil and refined products between the storage facility and TRMCs
Salt Lake City refinery through the Operating Companys four interconnecting pipelines. TRMCs fees
under this agreement are for the exclusive use of the existing shell capacity of the storage
facility (currently 878,000 barrels) and the existing capacity on the Operating Companys four
interconnecting pipelines, regardless of whether TRMC fully utilizes all of its contracted
capacity.
The foregoing description is not complete and is qualified in its entirety by reference to the
SLC Storage and Transportation Services Agreement, which is filed as Exhibit 10.10 to this Current
Report on Form 8-K and incorporated herein by reference.
Terminal Sublease
On April 26, 2011, in connection with the closing of the Offering, one of our subsidiaries,
Tesoro Alaska Logistics LLC (TAL), entered into a sublease (the Terminal Sublease) with Tesoro Alaska under which TAL
agreed to lease a portion of our terminal located in Anchorage, Alaska, from Tesoro Alaska. This
sublease will expire on December 31, 2011 and we may, at our option, extend the term of the lease
for up to three additional lease terms of five years each, subject to the renewal of Tesoro
Alaskas master lease with the Alaska Railroad Corporation for the property.
The foregoing description is not complete and is qualified in its entirety by reference to the
full text of theTerminal Sublease, which is filed as Exhibit 10.11 to this Current Report on Form
8-K and incorporated herein by reference.
Relationships
Each
of the Partnership, the General Partner, TRMC, Tesoro Alaska, TCI, the Operating Company, TAL
and Tesoro HP is a direct or indirect subsidiary of Tesoro. As a result, certain individuals,
including officers and directors of Tesoro and the General Partner, serve as officers and/or
directors of more than one of such other entities. As described in Item 2.01 below, the General
Partner, as the general partner of the Partnership, holds 622,649 general partner units of the
Partnership, which represents a 2% interest in the Partnership and Tesoro, together with TRMC and
Tesoro Alaska, holds 304,890 Common Units and 15,254,890 subordinated units of the Partnership
(Subordinated Units), which represent an approximate 50% interest, excluding the general partner
interest, in the Partnership.
In addition, some of the lenders under our Credit Agreement and their affiliates have engaged
in, and may in the future engage in, investment banking and other commercial dealings in the
ordinary course of business with Tesoro and its subsidiaries or the Partnership or its
subsidiaries. Affiliates of Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, the representatives of
the underwriters in the Offering, are lenders under Tesoros revolving credit facility and lenders
under our revolving credit facility.
5
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Contribution, Conveyance and Assumption Agreement
On April 26, 2011, in connection with the closing of the Offering, the Partnership entered
into a Contribution, Conveyance and Assumption Agreement (the Contribution Agreement) with the
General Partner, the Operating Company, Tesoro, Tesoro Alaska, TRMC, and Tesoro HP. Immediately
prior to the closing of the Offering, the following transactions, among others, occurred pursuant
to the Contribution Agreement:
| Tesoro contributed to the General Partner, as a capital contribution, a limited liability company interest in Tesoro HP with a value equal to (a) 2.0% of the equity value of the Partnership immediately after the closing of the Offering and (b) $50 million; | ||
| the General Partner contributed to the Partnership, as a capital contribution, its limited liability company interest in Tesoro HP in exchange for (a) 622,649 general partner units representing an aggregate 2% general partner interest in the Partnership, (b) all the incentive distribution rights of the Partnership and (c) the right to receive a $50 million distribution from borrowings under the Partnerships Credit Agreement (as defined herein); | ||
| Tesoro contributed to the Partnership, as a capital contribution, its remaining limited liability company interest in Tesoro HP in exchange for (a) 1,002,938 Common Units and 6,785,124 Subordinated Units, representing an approximate aggregate 25.0% limited partner interest in the Partnership, and (b) the right to receive approximately $107 million in proceeds from the Offering, of which $0.2 million was to reimburse Tesoro for certain capital expenditures incurred by Tesoro with respect to Tesoro HP; | ||
| TRMC contributed to the Partnership, as a capital contribution, its 100% limited liability company interest in the Operating Company in exchange for (a) 1,169,195 Common Units and 7,909,891 Subordinated Units, representing an approximate aggregate 29% limited partner interest in the Partnership, and (b) the right to receive approximately $125 million in proceeds from the Offering, of which approximately $2 million was to reimburse TRMC for certain capital expenditures incurred by TRMC with respect to the Partnership-bound assets owned by the Operating Company; | ||
| Tesoro Alaska contributed to the Partnership, as a capital contribution, its 100% limited liability company interest in Tesoro Alaska Logistics LLC in exchange for (a) 82,757 Common Units and 559,875 Subordinated Units, representing an approximate aggregate 2% limited partner interest in the Partnership, and (b) the right to receive approximately $9 million in proceeds from the Offering, of which $0.1 million was to reimburse Tesoro Alaska for certain capital expenditures incurred by Tesoro Alaska with respect to the Partnership-bound assets owned by Tesoro Alaska; and | ||
| The net proceeds from the exercise by the underwriters of their option to purchase additional Common Units from us in the Offering were used to redeem, in partial consideration of their respective contributions of assets to us, 867,328 Common Units from Tesoro, 1,011,105 Common Units from TRMC and 71,567 Common Units from Tesoro Alaska at a price per Common Unit equal to the proceeds per Common Unit in the Offering before expenses but after deducting underwriting discounts and the structuring fee, as described in the Prospectus under the section entitled Use of Proceeds, which is incorporated herein by reference. |
These transfers and distributions were made in a series of steps outlined in the Contribution
Agreement. The foregoing description is not complete and is qualified in its entirety by reference
to the full text of the Contribution Agreement, which is attached as Exhibit 10.2 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description of the Credit Agreement described above under Item 1.01 is incorporated in
this Item 2.03 by reference. A copy of the Credit Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 | Unregistered Sales of Equity Securities. |
The description in Item 2.01 above of the issuance by the Partnership on April 26, 2011 in
connection with the consummation of the transactions contemplated by the Contribution Agreement is
incorporated in this Item 3.02 by reference. The foregoing transactions were undertaken in reliance
upon the exemption from the registration requirements of the Securities
6
Act afforded by Section 4(2) thereof. The Partnership believes that exemptions other than the
foregoing exemption may exist for these transactions.
Each of the Subordinated Units granted under the Contribution Agreement will convert into one
Common Unit and then will participate pro rata with the other Common Units in distributions of
available cash at the end of the subordination period. Unless earlier terminated pursuant to the
terms of our Partnership Agreement (as defined below), the subordination period will extend until
the first business day of any quarter, beginning with the quarter ending June 30, 2014, that the
Partnership meets the financial tests set forth in the Partnership Agreement, but may end sooner if
the Partnership meets additional financial tests. The description of the subordination period
contained in the section entitled Provisions of our Partnership Agreement Relating to Cash
DistributionsSubordination Period of the Prospectus is incorporated herein by reference.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Tesoro Logistics LP 2011 Long-Term Incentive Plan
In connection with the Offering, the board of directors of the General Partner adopted the
Tesoro Logistics LP 2011 Long-Term Incentive Plan (the 2011 LTIP or Plan). Awards under the
2011 LTIP are available for employees, consultants and directors of the General Partner and any of
their affiliates who perform services for the Partnership. The 2011 LTIP allows for awards of
options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit
appreciation rights and unit awards. The Plan limits the number of units that may be delivered
pursuant to awards under the 2011 LTIP to 750,000.
The Plan generally provides that it is to be administered by the board of directors of the
General Partner. The General Partners board of directors in its discretion may amend, alter,
suspend, discontinue, or terminate the Plan in any manner without the consent of any partner,
Participant, other holder or beneficiary of an Award, or any other Person. The Board shall obtain
security holder approval of any Plan amendment to the extent necessary to comply with applicable
law or securities exchange listing standards or rules. No change in any grant may be made that
would materially reduce the rights or benefits of the participants without the consent of the
participant. The description of the 2011 LTIP contained in the section entitled
ManagementCompensation Discussion and Analysis of the Prospectus is incorporated herein by
reference.
The foregoing description is not complete and is qualified in its entirety by reference to the
2011 LTIP, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
First Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP
On April 26, 2011, in connection with the closing of the Offering, the Partnership amended and
restated its Agreement of Limited Partnership and entered into its First Amended and Restated
Agreement of Limited Partnership (as amended and restated, the Partnership Agreement). A
description of the Partnership Agreement is contained in the Prospectus in the section entitled
The Partnership Agreement and is incorporated herein by reference.
The foregoing description is not complete and is qualified in its entirety by reference to the
Partnership Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated in this Item 5.03 by reference.
Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC
On April 25, 2011, the General Partner amended and restated its Limited Liability Company
Agreement (as amended, the LLC Agreement). The amendments to the LLC Agreement included, among
other things, changes to the rights of the sole member and for management of the General Partner by
a board of directors.
The foregoing description is not complete and is qualified in its entirety by reference to the
LLC Agreement, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
7
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | ||
Number | Description | |
3.1
|
First Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP, dated April 26, 2011. | |
3.2
|
Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, dated April 25, 2011. | |
10.1
|
Credit Agreement, dated as of April 26, 2011, among Tesoro Logistics LP, Bank of America, N.A., as administrative agent, L/C Issuer and lender, and the other lenders party thereto. | |
10.2
|
Contribution, Conveyance and Assumption Agreement, dated as of April 26, 2011, among Tesoro Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC, Tesoro Corporation, Tesoro Alaska Company, Tesoro Refining and Marketing Company and Tesoro High Plains Pipeline Company LLC. | |
#10.3
|
Tesoro Logistics LP 2011 Long-Term Incentive Plan, adopted as of March 31, 2011. | |
10.4
|
Omnibus Agreement, dated as of April 26, 2011, among Tesoro Corporation, Tesoro Refining and Marketing Company, Tesoro Companies, Inc., Tesoro Alaska Company, Tesoro Logistics LP and Tesoro Logistics GP, LLC. | |
10.5
|
Operational Services Agreement, dated as of April 26, 2011, among Tesoro Companies, Inc., Tesoro Refining and Marketing Company, Tesoro Alaska Company, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC and Tesoro High Plains Pipeline Company LLC. | |
10.6
|
Transportation Services Agreement (High Plains Pipeline System), dated as of April 26, 2011, between Tesoro High Plains Pipeline Company LLC and Tesoro Refining and Marketing Company. | |
10.7
|
Trucking Transportation Services Agreement, dated as of April 26, 2011, between Tesoro Logistics Operations LLC and Tesoro Refining and Marketing Company. | |
10.8
|
Master Terminalling Services Agreement, dated as of April 26, 2011, among Tesoro Refining and Marketing Company, Tesoro Alaska Company and Tesoro Logistics Operations LLC. | |
10.9
|
Transportation Services Agreement (SLC Short Haul Pipelines), dated as of April 26, 2011, between Tesoro Logistics Operations LLC and Tesoro Refining and Marketing Company. | |
10.10
|
Salt Lake City Storage and Transportation Services Agreement, dated as of April 26, 2011, between Tesoro Refining and Marketing Company and Tesoro Logistics Operations LLC. | |
10.11
|
Terminal Sublease, dated as of April 26, 2011, between Tesoro Alaska Company, as Landlord, and Tesoro Alaska Logistics LLC, as Tenant. |
# | Compensatory plan or arrangement | |
| Confidential treatment has been granted for certain portions of this Exhibit pursuant to a confidential treatment order granted by the Securities and Exchange Commission. Such portions have been omitted and filed separately with the Securities and Exchange Commission. |
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 29, 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 |
9
Index to Exhibits
Exhibit | ||
Number | Description | |
3.1
|
First Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP, dated April 26, 2011. | |
3.2
|
Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, dated April 25, 2011. | |
10.1
|
Credit Agreement, dated as of April 26, 2011, among Tesoro Logistics LP, Bank of America, N.A., as administrative agent, L/C Issuer and lender, and the other lenders party thereto. | |
10.2
|
Contribution, Conveyance and Assumption Agreement, dated as of April 26, 2011, among Tesoro Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC, Tesoro Corporation, Tesoro Alaska Company, Tesoro Refining and Marketing Company and Tesoro High Plains Pipeline Company LLC. | |
#10.3
|
Tesoro Logistics LP 2011 Long-Term Incentive Plan, adopted as of March 31, 2011. | |
10.4
|
Omnibus Agreement, dated as of April 26, 2011, among Tesoro Corporation, Tesoro Refining and Marketing Company, Tesoro Companies, Inc., Tesoro Alaska Company, Tesoro Logistics LP and Tesoro Logistics GP, LLC. | |
10.5
|
Operational Services Agreement, dated as of April 26, 2011, among Tesoro Companies, Inc., Tesoro Refining and Marketing Company, Tesoro Alaska Company, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC and Tesoro High Plains Pipeline Company LLC. | |
10.6
|
Transportation Services Agreement (High Plains Pipeline System), dated as of April 26, 2011, between Tesoro High Plains Pipeline Company LLC and Tesoro Refining and Marketing Company. | |
10.7
|
Trucking Transportation Services Agreement, dated as of April 26, 2011, between Tesoro Logistics Operations LLC and Tesoro Refining and Marketing Company. | |
10.8
|
Master Terminalling Services Agreement, dated as of April 26, 2011, among Tesoro Refining and Marketing Company, Tesoro Alaska Company and Tesoro Logistics Operations LLC. | |
10.9
|
Transportation Services Agreement (SLC Short Haul Pipelines), dated as of April 26, 2011, between Tesoro Logistics Operations LLC and Tesoro Refining and Marketing Company. | |
10.10
|
Salt Lake City Storage and Transportation Services Agreement, dated as of April 26, 2011, between Tesoro Refining and Marketing Company and Tesoro Logistics Operations LLC. | |
10.11
|
Terminal Sublease, dated as of April 26, 2011, between Tesoro Alaska Company, as Landlord, and Tesoro Alaska Logistics LLC, as Tenant. |
# | Compensatory plan or arrangement | |
| Confidential treatment has been granted for certain portions of this Exhibit pursuant to a confidential treatment order granted by the Securities and Exchange Commission. Such portions have been omitted and filed separately with the Securities and Exchange Commission. |
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