8-K 1 tllp8-k05x22x2012.htm TLLP 8-K 05-22-2012



 
 
 
 
 

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): May 22, 2012
TESORO LOGISTICS LP
(Exact name of registrant as specified in its charter)

Delaware
 
 1-35143

 
27-4151603

(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

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.):
 
 
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 




Item 8.01
 
Other Events.

Effective April 1, 2012, we entered into a transaction ("the Contribution") with Tesoro Corporation ("Tesoro"), Tesoro Refining and Marketing Company ("TRMC"), Tesoro Logistics GP, LLC ("TLGP") and our subsidiary, Tesoro Logistics Operations, LLC (the "Operating Company"), pursuant to which TRMC contributed, through TLGP and Tesoro Logistics LP ("TLLP" or the "Partnership"), to the Operating Company the Martinez Crude Oil Marine Terminal (the "Martinez Terminal"). The transfer of assets between Tesoro and TRMC, and TLGP and TLLP, represents a transfer of assets between entities under common control. Transfers of net assets or exchanges of shares between entities under common control are accounted for as if the transfer occurred at the beginning of the period, and prior years are retrospectively adjusted to furnish comparative information. As a result, TLLP is providing combined consolidated financial statements to include the financial results of the Martinez Terminal for all periods presented.

Included herein as Exhibit 99.1 are the unaudited combined consolidated financial statements of the Partnership as of March 31, 2012 and December 31, 2011 and for the three months ended March 31, 2012 and 2011. These unaudited combined consolidated financial statements give retrospective effect to the Contribution of the Martinez Terminal. These unaudited combined consolidated financial statements update Item 1 in the Partnership’s Quarterly Report on Form 10-Q for the first quarter of 2012 filed with the SEC on May 8, 2012 (the "Form 10-Q"). Included herein as Exhibit 99.2 is Management’s Discussion and Analysis of Financial Condition and Results of Operations, which relates to the unaudited combined consolidated financial statements, and updates Item 2 in the Partnership’s Form 10-Q.

Item 9.01
 
Financial Statements and Exhibits.
(d) Exhibits.
99.1
 
Unaudited Combined Consolidated Financial Statements of Tesoro Logistics LP.
99.2
 
Management's Discussion and Analysis of Financial Condition and Results of Operations.
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
__________
In accordance with Rule 402 of Regulation S-T, the XBRL information in Exhibit 101 to this Form 8-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.    




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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: May 22, 2012
 
 
 
 
 
TESORO LOGISTICS LP
 
By:


Tesoro Logistics GP, LLC
 
 
Its general partner
 
 
 
 
By:


/s/ G. SCOTT SPENDLOVE
 
 
G. Scott Spendlove
 
 
Vice President and Chief Financial Officer



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Index to Exhibits

Exhibit Number
 
Description
 
 
 
99.1
 
Unaudited Combined Consolidated Financial Statements of Tesoro Logistics LP.
99.2
 
Management's Discussion and Analysis of Financial Condition and Results of Operations.
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
__________
In accordance with Rule 402 of Regulation S-T, the XBRL information in Exhibit 101 to this Form 8-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.    



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