0001193125-13-466857.txt : 20131209 0001193125-13-466857.hdr.sgml : 20131209 20131209163659 ACCESSION NUMBER: 0001193125-13-466857 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131209 DATE AS OF CHANGE: 20131209 GROUP MEMBERS: TESORO ALASKA CO GROUP MEMBERS: TESORO LOGISTICS GP, LLC GROUP MEMBERS: TESORO REFINING & MARKETING CO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESORO LOGISTICS LP CENTRAL INDEX KEY: 0001507615 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 274151603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86251 FILM NUMBER: 131265976 BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78259 BUSINESS PHONE: 210-626-6000 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78259 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TESORO CORP /NEW/ CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 950862768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 78259-1828 BUSINESS PHONE: 210 626-6000 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 78259-1828 FORMER COMPANY: FORMER CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 d639739dsc13da.htm SC 13D AMENDMENT NO. 2 SC 13D Amendment No. 2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Tesoro Logistics LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

88160T107

(CUSIP Number)

David L. Ronn

McGuireWoods LLP

600 Travis Street, Suite 7500

Houston, Texas 77002-2906

(713) 353-6671

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

December 6, 2013

(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 person’s 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

 

6,920,7341

     8   

SHARED VOTING POWER

 

12,189,9801

     9   

SOLE DISPOSITIVE POWER

 

6,920,7341

   10   

SHARED DISPOSITIVE POWER

 

12,189,9801

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,110,7141

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.1%2

14  

TYPE OF REPORTING PERSON

 

CO

 

1. Includes both common units representing limited partner interests in the Issuer (“Common Units”) and subordinated units representing limited partner interests in the Issuer (“Subordinated Units”). The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, which is defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership, which is incorporated herein by reference. Because the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of these calculations pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. 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 the approximate number of Common Units (39,148,916) and Subordinated Units (15,254,890) issued and outstanding as of December 6, 2013, as 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

 

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

 

11,618,9151

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

11,618,9151

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,618,9151

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

21.4%2

14  

TYPE OF REPORTING PERSON

 

OO

 

1. Includes both Common Units and Subordinated Units of the Issuer. The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, which is defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership. Because the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of these calculations pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. 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 the approximate number of Common Units (39,148,916) and Subordinated Units (15,254,890) issued and outstanding as of December 6, 2013, as provided to the Reporting Persons by the Issuer.


CUSIP No: 88160T107  

 

  1   

NAMES OF REPORTING PERSONS.

Tesoro Alaska Company

 

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

 

571,0651

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

571,0651

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

571,0651

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.0%2

14  

TYPE OF REPORTING PERSON

 

CO

 

1. Includes both Common Units and Subordinated Units of the Issuer. The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, which is defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership. Because the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of these calculations pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.
2. Based upon the approximate number of Common Units (39,148,916) and Subordinated Units (15,254,890) issued and outstanding as of December 6, 2013, as 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

 

3,550,9341

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

3,550,9341

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,550,9341

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.5%2

14  

TYPE OF REPORTING PERSON

 

OO

 

1. Includes only Common Units of the Issuer. The Reporting Person holds no Subordinated Units. The Reporting Person, sole general partner of the Issuer, owns 1,110,282 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 the approximate number of Common Units (39,148,916) and Subordinated Units (15,254,890) issued and outstanding as of December 6, 2013, as provided to the Reporting Persons by the Issuer.


Explanatory Note: This Amendment No. 2 amends and supplements the statement on Schedule 13D filed by Tesoro Corporation (“Tesoro”), Tesoro Refining and Marketing Company, Tesoro Alaska Company (“Tesoro Alaska”) and Tesoro Logistics GP, LLC (the “General Partner”) on September 14, 2012, and as amended on June 3, 2013 (the “Initial Statement”).

 

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 December 6, 2013, pursuant to the Contribution, Conveyance and Assumption Agreement, dated November 18, 2013, among the Issuer, the General Partner, TRMC and the other parties thereto (which is filed as Exhibit 1 hereto and is incorporated herein by reference), the General Partner contributed certain assets to the Issuer and in exchange received 1,126,348 Common Units, approximately $585 million in cash, and the number of general partner units necessary to restore 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:

As of December 6, 2013, the approximate number of Common Units issued and outstanding are 39,148,916 and the approximate number of Subordinated Units issued and outstanding are 15,254,890.

As of December 6, 2013, the General Partner is the record holder of 3,550,934 Units, all of which are Common Units. The General Partner shares voting and dispositive power over these Units with Tesoro and TRMC due to Tesoro’s and TRMC’s ownership of 100% of the General Partner’s membership interests (4% and 96% respectively).


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 December 6, 2013, pursuant to the Amendment No. 5 to the Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, Tesoro and TRMC amended and restated their respective membership interests in the General Partner to account for the capital contributions made by TRMC 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 Limited Liability Company Agreement filed as Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed on April 29, 2011 and Amendment No. 5 to the Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on December 6, 2013.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit

  

Description

1.    Contribution, Conveyance and Assumption Agreement, dated as of November 18, 2013, among Tesoro Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC, Tesoro Corporation, Tesoro Refining and Marketing Company LLC and Carson Cogeneration Company (incorporated herein by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on November 18, 2013)
2.    Amendment No. 5 to the Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, dated December 6, 2013, (incorporated herein by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on December 6, 2013)


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: December 9, 2013

 

TESORO CORPORATION
By:  

/s/ Charles S. Parrish

Charles S. Parrish
Executive Vice President, General
Counsel and Secretary
TESORO REFINING & MARKETING COMPANY LLC
By:  

/s/ Charles S. Parrish

Charles S. Parrish
Executive Vice President and Secretary
TESORO ALASKA COMPANY
By:  

/s/ Charles S. Parrish

Charles S. Parrish
Executive Vice President, General
Counsel and Secretary
TESORO LOGISTICS GP, LLC
By:  

/s/ Charles S. Parrish

Charles S. Parrish
Vice President, General Counsel and
Secretary


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

   Non-Executive Chairman for Genel Energy, plc      0   

Gregory J. Goff

   President and Chief Executive Officer of Tesoro Corporation      11,017   

Robert W. Goldman

   Independent Financial Consultant      4,100   

Steven H. Grapstein

   Chief Executive Officer of Como Holdings USA, Inc.      5,000   

Mary Pat McCarthy

   Retired      0   

David Lilley

   Retired      0   

J.W. Nokes

   Retired      0   

Susan Tomasky

   Retired      0   

Michael E. Wiley

   Retired      0   

Patrick Y. Yang

   Retired      0   

Executive Officers:

 

Name

  

Position at Tesoro Corporation

   Units
Held
 

Gregory J. Goff

   President and Chief Executive Officer      11,017   

Daniel R. Romasko

   Executive Vice President, Operations      0   

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary      0   

G. Scott Spendlove

   Senior Vice President, Chief Financial Officer      0   

David K. Kirshner

   Senior Vice President, Commercial      0   

Arlen O. Glenewinkel, Jr.

   Vice President and Controller      0   

Tracy D. Jackson

   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.

Directors:

 

Name

  

Present Principal Occupation

   Units
Held
 

Gregory J. Goff

   President and Chief Executive Officer of Tesoro Corporation      11,017   

Charles S. Parrish

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

G. Scott Spendlove

   Senior Vice President and Chief Financial Officer of Tesoro Corporation      0   

Executive Officers:

 

Name

  

Position at Tesoro Refining and Marketing Company

   Units
Held
 

Gregory J. Goff

   President and Chief Executive Officer      11,017   

Daniel R. Romasko

   Executive Vice President, Operations      0   

Charles S. Parrish

   Executive Vice President and Secretary      0   

G. Scott Spendlove

   Senior Vice President, Chief Financial Officer      0   

David K. Kirshner

   Senior Vice President, Commercial      0   

Arlen O. Glenewinkel, Jr.

   Vice President and Controller      0   

Tracy D. Jackson

   Vice President and Treasurer      0   

 

[Schedule A Continues on Next Page]


DIRECTORS AND EXECUTIVE OFFICERS OF TESORO ALASKA COMPANY

The business address of each person listed below is c/o Tesoro Alaska Company, 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

   President and Chief Executive Officer of Tesoro Corporation      11,017   

Charles S. Parrish

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

G. Scott Spendlove

   Senior Vice President and Chief Financial Officer of Tesoro Corporation      0   

Executive Officers:

 

Name

  

Position at Tesoro Alaska Company

   Units
Held
 

Gregory J. Goff

   President and Chief Executive Officer      11,017   

Daniel R. Romasko

   Executive Vice President, Operations      0   

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary      0   

G. Scott Spendlove

   Senior Vice President, Chief Financial Officer      0   

David K. Kirshner

   Senior Vice President, Commercial      0   

Arlen O. Glenewinkel, Jr.

   Vice President and Controller      0   

Tracy D. Jackson

   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

   President and Chief Executive Officer of Tesoro Corporation      11,017   

Raymond J. Bromark

   Retired      6,864   

James H. Lamanna

   President of Timeless Triumph LLC (a consulting firm)      3,693   

Thomas C. O’Connor

   President and Chief Executive Officer of DCP Midstream, LLC      11,629   

Phillip M. Anderson

   President of Tesoro Logistics GP, LLC      8,271   

Charles S. Parrish

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

Daniel R. Romasko

   Executive Vice President, Operations of Tesoro Corporation      0   

G. Scott Spendlove

   Senior Vice President and Chief Financial Officer 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      11,017   

Phillip M. Anderson

   President      8,271   

Charles S. Parrish

   Vice President, General Counsel and Secretary      0   

Daniel R. Romasko

   Vice President and Chief Operating Officer      0   

G. Scott Spendlove

   Vice President and Chief Financial Officer      0   

Arlen O. Glenewinkel, Jr.

   Vice President and Controller      0   

Tracy D. Jackson

   Vice President and Treasurer      0   

Rick D. Weyen

   Vice President, Operations      4,000   

 

[Schedule A Continues on Next Page]


TRANSACTIONS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

 

    None.

[End of Schedule A]