0001193125-14-381511.txt : 20141024 0001193125-14-381511.hdr.sgml : 20141024 20141024155306 ACCESSION NUMBER: 0001193125-14-381511 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141024 DATE AS OF CHANGE: 20141024 GROUP MEMBERS: TESORO ALASKA CO LLC 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: 141172371 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 d808656dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Tesoro Logistics LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

88160T107

(CUSIP Number)

Bryn Sappington

Fulbright & Jaworski LLP

2200 Ross Avenue, Suite 2800

Dallas, Texas 75201-2784

(214) 855-7180

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

October 20, 2014

(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, 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

 

15,620,9251

     8   

SHARED VOTING POWER

 

12,560,8231

     9   

SOLE DISPOSITIVE POWER

 

15,620,9251

   10   

SHARED DISPOSITIVE POWER

 

12,560,8231

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

28,181,7481

12  

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

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.2%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 the Issuer.

2. Based upon approximately 80,125,930 common units representing limited partner interests (“Common Units”) of Tesoro Logistics LP (the “Issuer”) issued and outstanding as of October 24, 2014, 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

 

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

 

11,989,7581

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

11,989,7581

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,989,7581

12  

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

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.0%2

14  

TYPE OF REPORTING PERSON

 

OO

1. 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 80,125,930 Common Units issued and outstanding as of October 24, 2014, 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

 

4,492,842

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

4,492,842

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,492,842

12  

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

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%1

14  

TYPE OF REPORTING PERSON

 

CO

1. Based upon approximately 80,125,930 Common Units issued and outstanding as of October 24, 2014, 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

 

3,921,7771

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

3,921,7771

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,921,7771

12  

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

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.9%2

14  

TYPE OF REPORTING PERSON

 

OO

1. Includes Common Units. The Reporting Person, sole general partner of the Issuer, owns 1,631,448 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 80,125,930 Common Units issued and outstanding as of October 24, 2014, with such figure provided to the Reporting Persons by the Issuer.


Explanatory Note: This Amendment No. 4 (this “Amendment”) amends and supplements the statement on Schedule 13D concerning the common units representing limited partner interest (“Common Units”) in Tesoro Logistics LP (the “Issuer”) filed by Tesoro Corporation (“Tesoro”), Tesoro Refining & Marketing Company LLC (“TRMC”), Tesoro Alaska Company LLC (“Tesoro Alaska”) and Tesoro Logistics GP, LLC (the “General Partner” and, together with Tesoro, TRMC and Tesoro Alaska, the “Reporting Persons”) on September 24, 2012, as amended on June 3, 2013, December 9, 2013 and May 20, 2014 (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:

In connection with the Issuer’s pending acquisition of QEP Field Services, LLC (the “QEPFS Acquisition”) pursuant to the Membership Interest Purchase Agreement, dated October 19, 2014, by and between the Issuer and QEP Field Services Company, a wholly-owned subsidiary of QEP Resources, Inc., the Issuer issued 23,000,000 Common Units in a public underwritten offering pursuant to the Prospectus Supplement dated October 20, 2014, including 3,000,000 of Common Units issued pursuant to the underwriters’ exercise of an over-allotment option (the “Offering”). In the Offering, Tesoro acquired 8,700,191 Common Units as a price of $57.47 per Common Unit on October 24, 2014. Additionally, the General Partner made a capital contribution of $26,913,775.70 to the Issuer to maintain the General Partner’s approximately 2% general partner interest in the Issuer.

The acquisition of the Common Units by Tesoro in the Offering was made with cash on hand.

Item 4. Purpose of Transaction.

Item 4 of the Initial Statement is hereby amended and supplemented as follows:

Tesoro acquired the Common Units in the Offering for investment purposes and to provide funds to the Issuer for the QEPFS Acquisition. The Reporting Persons may make additional purchases or other acquisitions of Common Units either in the open market or in private transactions depending on such Reporting Person’s and the Issuer’s business, prospects and financial condition, the market for the Common Units, general economic conditions, stock market conditions and other future developments.


A portion of the proceeds from the Offering, including the purchase of Common Units in the Offering by the Reporting Persons, may be used to pay the purchase price of the QEPFS Acquisition, which will result in an extension of the Issuer’s business into the natural gas logistics business.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Initial Statement is amended and restated 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 October 24, 2014, the approximate number of Common Units issued and outstanding is 80,125,930, with such figure provided to the Reporting Persons by the Issuer.

As of October 24, 2014, (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, over which it shares voting and dispositive power with Tesoro due to Tesoro’s 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 Tesoro’s ownership of 100% of the securities of Tesoro Alaska.

As of October 24, 2014, the General Partner is the record holder of 3,921,777 Common Units. The General Partner shares voting and dispositive power over these Common Units with Tesoro, TRMC and Tesoro Alaska due to such parties collective ownership of 100% of the General Partner’s membership interests (5%, 94.5% and 0.5%, 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 Person’s 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 hereby amended and supplemented as follows:

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


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: October 24, 2014

 

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 LLC
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

   Common
Units Held

Rodney F. Chase

   Non-Executive Chairman for Genel Energy, plc    0

Gregory J. Goff

   President and Chief Executive Officer of Tesoro Corporation    35,653

Robert W. Goldman

   Independent Financial Consultant    4,100

Steven H. Grapstein

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

David Lilley

   Retired    0

Mary Pat McCarthy

   Retired    0

J.W. Nokes

   Retired    0

Steven M. Sterin

   Executive Vice President and Chief Financial Officer of Tesoro Corporation    0

Susan Tomasky

   Retired    0

Michael E. Wiley

   Retired    0

Patrick Y. Yang

   Retired    0

Executive Officers:

 

Name

  

Position at Tesoro Corporation

   Common
Units Held

Gregory J. Goff

   President and Chief Executive Officer    35,653

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary    5,782

Steven M. Sterin

   Executive Vice President, Chief Financial Officer    0

Daryl R. Schofield

   Senior Vice President, Commercial    0

Arlen O. Glenewinkel, Jr.

   Vice President and Controller    0

Keith M. Casey

   Senior Vice President, Strategy and Business Development    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

   Common
Units Held

Gregory J. Goff

   President and Chief Executive Officer of Tesoro Corporation    35,653

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary of Tesoro Corporation    5,782

Steven M. Sterin

   Executive Vice President and Chief Financial Officer of Tesoro Corporation    0

Executive Officers:

 

Name

  

Position at Tesoro Refining & Marketing Company LLC

   Common
Units Held

Gregory J. Goff

   President and Chief Executive Officer    35,653

Charles S. Parrish

   Executive Vice President and Secretary    5,782

Steven M. Sterin

   Executive Vice President and Chief Financial Officer    0

Daryl R. Schofield

   Senior Vice President, Commercial    0

Arlen O. Glenewinkel, Jr.

   Vice President and Controller    0

Keith M. Casey

   Senior Vice President, Strategy and Business Development    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

   Common
Units Held

Gregory J. Goff

   President and Chief Executive Officer of Tesoro Corporation    35,653

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary of Tesoro Corporation    5,782

Steven M. Sterin

   Executive Vice President and Chief Financial Officer of Tesoro Corporation    0

Executive Officers:

 

Name

  

Position at Tesoro Alaska Company LLC

   Common
Units Held

Gregory J. Goff

   President and Chief Executive Officer    35,653

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary    5,782

Steven M. Sterin

   Executive Vice President and Chief Financial Officer    0

Daryl R. Schofield

   Senior Vice President, Commercial    0

Arlen O. Glenewinkel, Jr.

   Vice President and Controller    0

Keith M. Casey

   Senior Vice President, Strategy and Business Development    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

   Common
Units Held

Gregory J. Goff

   President and Chief Executive Officer of Tesoro Corporation    35,653

Raymond J. Bromark

   Retired    8,082

James H. Lamanna

   President of Timeless Triumph LLC (a consulting firm)    6,107

Thomas C. O’Connor

   President and Chief Executive Officer of DCP Midstream, LLC    12,847

Phillip M. Anderson

   President of Tesoro Logistics GP, LLC    16,251

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary of Tesoro Corporation    5,782

Steven M. Sterin

   Executive Vice President and Chief Financial Officer of Tesoro Corporation    0

Keith M. Casey

   Senior Vice President, Strategy and Business Development of Tesoro Corporation    0

Executive Officers:

 

Name

  

Position at Tesoro Logistics GP, LLC

   Common
Units Held

Gregory J. Goff

   Chairman of the Board and Chief Executive Officer    35,653

Phillip M. Anderson

   President    16,251

Charles S. Parrish

   Vice President, General Counsel and Secretary    5,782

Steven M. Sterin

   Vice President and Chief Financial Officer    0

Arlen O. Glenewinkel, Jr.

   Vice President and Controller    0

Keith M. Casey

   Vice President, Strategy    0

[Schedule A Continues on Next Page]


TRANSACTIONS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

 

    None.

[End of Schedule A]