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EX-1.1 - EX-1.1 - ANDEAVOR LOGISTICS LPd496202dex11.htm

 

 

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): November 16, 2017

 

 

Andeavor Logistics LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

001-35143

 

27-4151603

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

 

LOGO

 

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 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement

On November 16, 2017, Andeavor Logistics LP (the “Partnership”) and certain of its subsidiaries entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed therein (collectively, the “Underwriters”), in connection with the offer and sale (the “Offering”) by the Partnership and Tesoro Logistics Finance Corp. (together with the Partnership, the “Issuers”) of $500 million aggregate principal amount of 3.500% Senior Notes due 2022 (the “2022 Notes”), $750 million aggregate principal amount of 4.250% Senior Notes due 2027 (the “2027 Notes”) and $500 million aggregate principal amount of 5.200% Senior Notes due 2047 (the “2047 Notes” and, together with the 2022 Notes and the 2027 Notes, the “Notes”). The Offering was made pursuant to the Partnership’s registration statement on Form S-3 (Registration No. 333-221549), which became automatically effective upon filing on November 14, 2017 (the “Registration Statement”).

The Underwriting Agreement contains customary representations, warranties and agreements by the Issuers, and customary conditions to closing, indemnification obligations of the Issuers and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein and is to be incorporated by reference in its entirety into the Registration Statement.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  

Description

1.1    Underwriting Agreement, dated as of November 16, 2017, among Andeavor Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and Merrill Lynch, Pierce, Fenner  & Smith Incorporated and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed in Schedule I thereto.


SIGNATURE

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

Date: November 20, 2017

 

ANDEAVOR LOGISTICS LP
By:  

Tesoro Logistics GP, LLC

Its general partner

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