Filing Details

Accession Number:
0001193125-16-717173
Form Type:
13D Filing
Publication Date:
2016-09-22 17:18:32
Filed By:
Tesoro Corp /new/
Company:
Andeavor Logistics Lp (NYSE:ANDX)
Filing Date:
2016-09-22
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Tesoro Corporation 15,620,925 17,573,184 15,620,925 17,573,184 33,194,109 32.5%
Tesoro Refining Marketing Company 0 8,219,002 0 8,219,002 8,219,002 8.0%
Tesoro Alaska Company 0 571,065 0 571,065 571,065 0.6%
Tesoro Logistics GP 0 8,783,117 0 8,783,117 8,783,117 8.6%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

Tesoro Logistics LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

88160T107

(CUSIP Number)

Hannah Thompson Frank

McGuireWoods LLP

EQT Plaza

625 Liberty Avenue, 23rd Floor

Pittsburgh, Pennsylvania 15222-3142

(412) 667-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 16, 2016

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 


CUSIP No: 88160T107

 

  1   

Names of reporting persons.

 

Tesoro Corporation

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

27-4151603

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

15,620,925

     8   

Shared voting power

 

17,573,1841

     9   

Sole dispositive power

 

15,620,9251

   10   

Shared dispositive power

 

17,573,1841

11  

Aggregate amount beneficially owned by each reporting person

 

33,194,1091

12  

Check box if the aggregate amount in Row (11) excludes certain shares  ¨

 

13  

Percent of class represented by amount in Row (11)

 

32.5%2

14  

Type of reporting person

 

CO

 

1. The Reporting Person may also be deemed to be the indirect beneficial owner of the 2.0% general partner interest in Tesoro Logistics LP (the Issuer).
2. Based upon approximately 102,096,039 common units representing limited partner interests (Common Units) of the Issuer issued and outstanding as of September 16, 2016, with such figure provided to the Reporting Persons by the Issuer.

CUSIP No: 88160T107

 

  1   

Names of reporting persons.

 

Tesoro Refining & Marketing Company LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

76-0489496

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

8,219,0021

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

8,219,0021

11  

Aggregate amount beneficially owned by each reporting person

 

8,219,0021

12  

Check box if the aggregate amount in Row (11) excludes certain shares  ¨

 

13  

Percent of class represented by amount in Row (11)

 

8.0%2

14  

Type of reporting person

 

OO

 

1. Includes 151,021 Common Units held indirectly through the Reporting Persons wholly-owned subsidiary Carson Cogeneration Company. The Reporting Person may also be deemed to be the indirect beneficial owner of the 2.0% general partner interest in the Issuer.
2. Based upon approximately 102,096,039 Common Units of the Issuer issued and outstanding as of September 16, 2016, with such figure provided to the Reporting Persons by the Issuer.

CUSIP No: 88160T107

 

  1   

Names of reporting persons.

 

Tesoro Alaska Company LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

74-1646130

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

571,065

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

571,065

11  

Aggregate amount beneficially owned by each reporting person

 

571,065

12  

Check box if the aggregate amount in Row (11) excludes certain shares  ¨

 

13  

Percent of class represented by amount in Row (11)

 

0.6%1

14  

Type of reporting person

 

OO

 

1. Based upon approximately 102,096,039 Common Units of the Issuer issued and outstanding as of September 16, 2016, with such figure provided to the Reporting Persons by the Issuer.

CUSIP No: 88160T107

 

  1   

Names of reporting persons.

 

Tesoro Logistics GP, LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

27-4151395

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

8,783,1171

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

8,783,1171

11  

Aggregate amount beneficially owned by each reporting person

 

8,783,1171

12  

Check box if the aggregate amount in Row (11) excludes certain shares  ¨

 

13  

Percent of class represented by amount in Row (11)

 

8.6%2

14  

Type of reporting person

 

OO

 

1. The Reporting Person, sole general partner of the Issuer, also owns 2,083,330 general partner units representing a 2.0% general partner interest in the Issuer, as well as incentive distribution rights in the Issuer, entitling the Reporting Person to receive increasing percentages of quarterly distributions in excess of specified amounts.
2. Based upon approximately 102,096,039 Common Units of the Issuer issued and outstanding as of September 16, 2016, with such figure provided to the Reporting Persons by the Issuer.

Explanatory Note: This Amendment No. 7 (this Amendment) amends and supplements the statement on Schedule 13D filed by Tesoro Corporation (Tesoro), Tesoro Refining and Marketing Company LLC (TRMC), Tesoro Alaska Company LLC (Tesoro Alaska) and Tesoro Logistics GP, LLC (the General Partner and, collectively with Tesoro, TRMC and Tesoro Alaska, the Reporting Persons) on September 24, 2012, as amended on June 3, 2013, December 9, 2013, May 20, 2014, October 24, 2014, November 13, 2015 and July 8, 2016 (the Initial Statement). The Initial Statement shall not be modified except as specifically provided herein.

 

Item 2. Identity and Background.

Item 2 of the Initial Statement is hereby supplemented as follows:

The information required by subparagraphs (a), (b), (c) and (f) of this Item with respect to the directors and executive officers of the Reporting Persons is set forth on Schedule A attached hereto and is incorporated herein by reference. Such schedule amends and restates, as to the information required by such subparagraphs, the information contained in Schedule A of the Initial Statement.

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Initial Statement is hereby supplemented as follows:

On September 16, 2016, pursuant to the Contribution, Conveyance and Assumption Agreement among the Issuer, the General Partner, TAC and the other parties thereto dated July 1, 2016 (which is filed as Exhibit 1 hereto and is incorporated herein by reference): (i) TAC contributed certain assets to the General Partner and in exchange received additional units in the General Partner; and (ii) the General Partner contributed certain assets to the Issuer and in exchange received 358,712 Common Units, approximately $160 million in cash, and 20,440 general partner units, the number of general partner units necessary to restore and maintain its 2.0% general partner interest in the Issuer.

 

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Initial Statement is supplemented as follows:

Items 11 and 13 of each Cover Page state the aggregate number and percentage of Common Units beneficially owned by the applicable Reporting Persons. Such information is incorporated herein by reference.

As of September 16, 2016, the approximate number of Common Units issued and outstanding is 102,096,039, with such figure provided to the Reporting Persons by the Issuer.

As of September 16, 2016, (i) Tesoro is the record holder of 15,620,925 Common Units, over which it has sole voting and dispositive power; (ii) TRMC is the record holder of 8,067,981 Common Units and the indirect holder of 151,021 Common Units held directly by its wholly-owned subsidiary, Carson Cogeneration Company, over which it shares voting and dispositive power with Tesoro due to Tesoros ownership of 100% of the securities of TRMC; and (iii) Tesoro Alaska is the record holder of 571,065 Common Units, over which it shares voting and dispositive power with Tesoro due to Tesoros ownership of 100% of the securities of Tesoro Alaska.

As of September 16, 2016, the General Partner is the record holder of 8,783,117 Common Units. The General Partner shares voting and dispositive power over these Common Units with Tesoro, TRMC and Tesoro Alaska due to Tesoros, TRMCs and Tesoro Alaskas ownership of 100% of the General Partners membership interests (3.3%, 79.0% and 17.7%, respectively).

The number of Common Units held by each of the Reporting Persons directors and executive officers is set forth on Schedule A and is incorporated herein by reference.

Each of the Reporting Persons disclaims beneficial ownership of the securities held by others, including the other Reporting Persons, except to the extent of such Reporting Persons pecuniary interest therein, if any.

The information set forth in Item 3 is incorporated herein by reference.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial Statement is supplemented as follows:


On September 16, 2016, pursuant to the Amendment No. 4 to the Second Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, Tesoro, TRMC and TAC amended and restated their respective membership interests in the General Partner to account for the capital contributions made by TAC to the General Partner on that date.

All references to, and descriptions of, the Limited Liability Company Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Second Amended and Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on July 1, 2014 and Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on September 30, 2014, Amendment No. 2 to the Second Amended and Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on November 12, 2015, Amendment No. 3 to the Second Amended and Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on July 7, 2016 and Amendment No. 4 to the Second Amended and Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on September 22, 2016.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit

  

Description

1.    Contribution, Conveyance and Assumption Agreement, dated as of July 1, 2016, among Tesoro Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC, Tesoro Corporation and Tesoro Alaska Company LLC (incorporated herein by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K filed on July 7, 2016)
2.    Amendment No. 4 to the Second Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, dated September 16, 2016, (incorporated herein by reference to Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on September 22, 2016)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 22, 2016

 

TESORO CORPORATION
By:  

/s/ Kim K.W. Rucker

Kim K.W. Rucker
Executive Vice President, General Counsel and Secretary
TESORO REFINING & MARKETING COMPANY LLC
By:  

/s/ Kim K.W. Rucker

Kim K.W. Rucker
Executive Vice President
TESORO ALASKA COMPANY LLC
By:  

/s/ Kim K.W. Rucker

Kim K.W. Rucker
Executive Vice President and General Counsel
TESORO LOGISTICS GP, LLC
By:  

/s/ Kim K.W. Rucker

Kim K.W. Rucker
Executive Vice President and General Counsel

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF TESORO CORPORATION

The business address of each person listed below is c/o Tesoro Corporation, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

 

Name

    

Present Principal Occupation

   Units Held  

Rodney F. Chase

     Retired      0   

Edward G. Galante

     Retired; Vice Chairman of the Board of Trustees of Northeastern University      1,180   

Gregory J. Goff

     Chairman, President and Chief Executive Officer of Tesoro Corporation      85,785   

Robert W. Goldman

     Independent Financial Consultant      4,100   

David Lilley

     Retired      0   

Mary Pat McCarthy

     Retired      0   

J.W. Nokes

     Retired; Non-Executive Chairman of Albemarle Corporation      0   

Susan Tomasky

     Retired      0   

Michael E. Wiley

     Retired      0   

Patrick Y. Yang

     President and CEO of Aspen Sciences, LLC      0   

Executive Officers:

 

Name

    

Position at Tesoro Corporation

   Units Held  

Gregory J. Goff

     Chairman, President and Chief Executive Officer      85,785   

Keith M. Casey

     Executive Vice President, Marketing & Commercial      0   

Kim K.W. Rucker

     Executive Vice President, General Counsel and Secretary      0   

Steven M. Sterin

     Executive Vice President, Chief Financial Officer      3,814   

Cynthia J. Warner

     Executive Vice President, Operations      0   

Stephan Tompsett

     Vice President and Treasurer      0   

[Schedule A Continues on Next Page] 


DIRECTORS AND EXECUTIVE OFFICERS OF

TESORO REFINING & MARKETING COMPANY LLC

The business address of each person listed below is c/o Tesoro Refining & Marketing Company LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Managers:

 

Name

    

Present Principal Occupation

   Units Held  

Gregory J. Goff

     Chairman, President and Chief Executive Officer of Tesoro Corporation      85,785   

Kim K.W. Rucker

     Executive Vice President, General Counsel and Secretary of Tesoro Corporation      0   

Steven M. Sterin

     Executive Vice President and Chief Financial Officer of Tesoro Corporation      3,814   

Executive Officers:

 

Name

    

Position at Tesoro Refining & Marketing Company LLC

   Units Held  

Gregory J. Goff

     President      85,785   

Keith M. Casey

     Executive Vice President, Marketing & Commercial      0   

Kim K.W. Rucker

     Executive Vice President      0   

Steven M. Sterin

     Executive Vice President, Chief Financial Officer      3,814   

Cynthia J. Warner

     Executive Vice President, Operations      0   

Stephan Tompsett

     Vice President and Treasurer      0   

[Schedule A Continues on Next Page] 


DIRECTORS AND EXECUTIVE OFFICERS OF TESORO ALASKA COMPANY LLC

The business address of each person listed below is c/o Tesoro Alaska Company LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

 

Name

    

Present Principal Occupation

   Units Held  

Gregory J. Goff

     Chairman, President and Chief Executive Officer of Tesoro Corporation      85,785   

Kim K.W. Rucker

     Executive Vice President, General Counsel and Secretary of Tesoro Corporation      0   

Steven M. Sterin

     Executive Vice President and Chief Financial Officer of Tesoro Corporation      3,814   

Executive Officers:

 

Name

    

Position at Tesoro Alaska Company LLC

   Units Held  

Gregory J. Goff

     President      85,785   

Keith M. Casey

     Executive Vice President, Marketing & Commercial      0   

Kim K.W. Rucker

     Executive Vice President and General Counsel      0   

Steven M. Sterin

     Executive Vice President, Chief Financial Officer      3,814   

Cynthia J. Warner

     Executive Vice President, Operations      0   

Stephan Tompsett

     Vice President and Treasurer      0   

[Schedule A Continues on Next Page] 


DIRECTORS AND EXECUTIVE OFFICERS OF TESORO LOGISTICS GP, LLC

The business address of each person listed below is c/o Tesoro Logistics GP, LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

 

Name

    

Present Principal Occupation

   Units Held  

Gregory J. Goff

     Chairman, President and Chief Executive Officer of Tesoro Corporation      85,785   

Raymond J. Bromark

     Retired      10,561   

James H. Lamanna

     President of Timeless Triumph LLC (a consulting firm)      9,785   

Thomas C. OConnor

     President and Chief Executive Officer of DCP Midstream, LLC      15,326   

Phillip M. Anderson

     President of Tesoro Logistics GP, LLC      25,975   

Kim K.W. Rucker

     Executive Vice President, General Counsel and Secretary of Tesoro Corporation      0   

Steven M. Sterin

     Executive Vice President and Chief Financial Officer of Tesoro Corporation      3,814   

Keith M. Casey

     Senior Vice President, Marketing & Commercial of Tesoro Corporation      0   

Executive Officers:

 

Name

    

Position at Tesoro Logistics GP, LLC

   Units Held  

Gregory J. Goff

     Chairman of the Board and Chief Executive Officer      85,785   

Phillip M. Anderson

     President      25,975   

Stephan Tompsett

     Vice President and Treasurer      0   

Kim K.W. Rucker

     Executive Vice President and General Counsel      0   

Don J. Sorensen

     Vice President, Operations      1,177   

Steven M. Sterin

     Vice President and Chief Financial Officer      3,814   

[Schedule A Continues on Next Page] 


TRANSACTIONS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

 

    On August 26, 2016, Steven Serin acquired 1,600 Common Units for approximately $47.34 per unit.

[End of Schedule A]