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 6, 2018

ANDEAVOR LOGISTICS LP

(Exact name of registrant as specified in its charter)

(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.):

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.  ☐

Contribution, Conveyance and Assumption Agreement

On August 6, 2018, 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”) entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Andeavor (“Andeavor”), Western Refining Southwest, Inc. (“WRS”) and certain other subsidiaries of Andeavor (together with Andeavor and WRS, the “Andeavor Parties”). Pursuant to the Contribution Agreement, WRS agreed to contribute, through the Partnership, to certain subsidiaries of the Partnership, the following assets (collectively, the “Assets”):

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 Logistics Parties and Andeavor 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, the Partnership entered into the Second Amended and Restated Schedules to the Fourth Amended and Restated Omnibus Agreement (the “Amended Omnibus Schedules”) with the General Partner, Andeavor, 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.

Master Terminalling Services Agreement

Effective August 6, 2018, certain Logistics Parties and certain Andeavor Parties entered into a Master Terminalling Services Agreement (the “Master Terminalling Services Agreement”) pursuant to which the applicable Logistics Parties will provide the applicable Andeavor Parties with terminal throughput services, dedicated storage services, rail loading and unloading services and storage, pumping, blending and trans-shipment services and any other services agreed upon by such Logistics Parties and such Andeavor Parties.

The initial term of the Master Terminalling Services Agreement is ten years, and the Andeavor Parties have the option to extend the term for up to two renewal options of five years each. For up to two years after the termination of the Master Terminalling Services Agreement, and provided the termination was not due to the Andeavor Parties’ default, the Andeavor Parties may exercise a right of first refusal on any new master terminalling services agreement the Logistics Parties offer to a third party.

The foregoing description is not complete and is qualified in its entirety by reference to the Master Terminalling Services Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Construction Service Agreement

Effective August 6, 2018, Tesoro SoCal Pipeline Company LLC (“Tesoro SoCal”) entered into a Construction Service Agreement (the “Construction Service Agreement”) with TRMC in support of the design, engineering, construction and testing of pipelines to interconnect the Carson unit and the Wilmington unit of TRMC’s refinery in Los Angeles, California (the “LAR Interconnecting Pipelines”). The construction is contemplated to be completed on or before December 31, 2018.

The foregoing description is not complete and is qualified in its entirety by reference to the Construction Service Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Transportation Services Agreement

Effective August 6, 2018, Tesoro SoCal entered into a Transportation Services Agreement with TRMC (the “Transportation Services Agreement”) to govern the provision of throughput service on the LAR Interconnecting Pipelines by Tesoro SoCal to TRMC. The initial term of the Transportation Services Agreement is ten years, and TRMC has the option to extend the term for up to two renewal options of five years each. If TRMC does not extend the initial term, Tesoro SoCal may extend the term for an additional two years. After the termination of the Transportation Services Agreement and provided the termination was not due to TRMC’s default, TRMC may exercise a right of first refusal on any new transportation services agreement Tesoro SoCal offers to a third party.

Under the Transportation Services Agreement, the LAR Interconnecting Pipelines will be dedicated exclusively to the use of TRMC, and Tesoro SoCal may not use the pipelines to provide services for any third party. In exchange for these services, TRMC will pay the fees specified in an applicable pipeline service order to be executed by Tesoro SoCal and TRMC. All fees under the Transportation Services Agreement will be indexed for inflation.

The foregoing description is not complete and is qualified in its entirety by reference to the Transportation Services Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Master Unloading and Storage Agreement

Effective August 6, 2018, Western Refining Pipeline, LLC (“WRP”) and Western Refining Company, L.P. (“WRCL”) entered into a Master Unloading and Storage Agreement (the “Master Unloading and Storage Agreement”) to govern the provision of crude oil unloading and storage services by WRP to WRCL. The initial term of the Master Unloading and Storage Agreement is ten years, and WRCL has the option to extend the term for up to two renewal terms of five years each. If WRCL does not extend the initial term, WRP may extend the term for an additional two years.

Under the Master Unloading and Storage Agreement, WRP will, among other things, make its crude oil unloading station and storage facilities commonly known as the Mesquite Terminal, Yucca Terminal, Mason East Station and Wink “Jackrabbit” Terminal available to receive and unload crude oil from WRCL’s designated trucks on a 24/7/365 basis and will store such crude oil in dedicated storage. WRCL will pay the fees specified in an applicable service order to be executed by WRCL and WRP related to the services rendered under the Master Unloading and Storage Agreement. All fees under the Master Unloading and Storage Agreement will be indexed for inflation.

The foregoing description is not complete and is qualified in its entirety by reference to the Master Unloading and Storage Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.

Asphalt Terminalling, Transportation and Storage Services Agreement

Effective August 6, 2018, WRCL and ATL entered into an Asphalt Terminalling, Transportation and Storage Services Agreement (the “Asphalt Services Agreement”) to govern the provision of asphalt terminalling, transportation and storage services by ATL to WRCL. The initial term of the Asphalt Services Agreement is ten years, and WRCL has the option to extend the term for up to two renewal terms of five years each. If WRCL does not extend the initial term, ATL may extend the term for an additional two years. After the termination of the Asphalt Services Agreement and provided the termination was not due to WRCL’s default, WRCL may exercise a right of first refusal on any new storage agreement ATL offers to a third party.

Under the Asphalt Services Agreement, ATL will provide WRCL, among other things, asphalt storage, throughput, processing and blending services. WRCL will pay the fees specified in an applicable service order to be executed by WRCL and ATL related to the services rendered under the Asphalt Services Agreement. All fees under the Asphalt Services Agreement will be indexed for inflation.

The foregoing description is not complete and is qualified in its entirety by reference to the Asphalt Services Agreement, which is filed as Exhibit 10.6 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.

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

The description in Item 1.01 above of the closing of the Contribution is incorporated into this Item 2.03 by reference.

The description in Item 1.01 above of the issuance of common units by the Partnership on August 6, 2018, as partial consideration for the Contribution, is incorporated into this Item 3.02 by reference. This issuance was undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) afforded by Section 4(a)(2) thereof. We believe that exemptions other than the foregoing exemption may exist for these transactions.

Third Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC

Effective August 6, 2018, the General Partner, WRS, TRMC and TAC entered into the Third Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC (the “General Partner A&R LLC Agreement”) to reflect the transfer of Andeavor’s direct and indirect membership interests in the General Partner to WRS.

The foregoing description is not complete and is qualified in its entirety by reference to the General Partner A&R LLC Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein 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://andeavorlogistics.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.

(d) Exhibits.

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