0001193125-15-376720.txt : 20151113 0001193125-15-376720.hdr.sgml : 20151113 20151113120254 ACCESSION NUMBER: 0001193125-15-376720 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151113 DATE AS OF CHANGE: 20151113 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: 151227847 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 d62799dsc13da.htm SCHEDULE 13D AMENDMENT NO. 5 Schedule 13D Amendment No. 5

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

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)

November 12, 2015

(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

 

    15,620,925

     8   

Shared voting power

 

    16,824,1901

     9   

Sole dispositive power

 

    15,620,9251

   10   

Shared dispositive power

 

    16,824,1901

11  

Aggregate amount beneficially owned by each reporting person

 

    32,445,1151

12  

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

 

13  

Percent of class represented by amount in Row (11)

 

    34.84%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 93,125,182 common units representing limited partner interests (“Common Units”) of Tesoro Logistics LP (the “Issuer”) issued and outstanding as of November 12, 2015, with such figure provided to the Reporting Persons by the Issuer. Since the filing of Amendment No. 4, the Issuer has issued Common Units, including 23,051,455 Common Units issued in connection with the merger with QEP Midstream Partners, LP on July 22, 2015.


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)

 

    8.83%2

14  

Type of reporting person

 

    OO

 

1. Includes 151,021 Common Units held indirectly through the Reporting Person’s 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 93,125,182 common units representing limited partner interests (“Common Units”) of Tesoro Logistics LP (the “Issuer”) issued and outstanding as of November 12, 2015, with such figure provided to the Reporting Persons by the Issuer. Since the filing of Amendment No. 4, the Issuer has issued Common Units, including 23,051,455 Common Units issued in connection with the merger with QEP Midstream Partners, LP on July 22, 2015.


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)

 

    0.61%1

14  

Type of reporting person

 

    OO

 

1. Based upon approximately 93,125,182 common units representing limited partner interests (“Common Units”) of Tesoro Logistics LP (the “Issuer”) issued and outstanding as of November 12, 2015, with such figure provided to the Reporting Persons by the Issuer. Since the filing of Amendment No. 4, the Issuer has issued Common Units, including 23,051,455 Common Units issued in connection with the merger with QEP Midstream Partners, LP on July 22, 2015.


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

 

    8,034,1231

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    8,034,1231

11  

Aggregate amount beneficially owned by each reporting person

 

    8,034,1231

12  

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

 

13  

Percent of class represented by amount in Row (11)

 

    8.63%2

14  

Type of reporting person

 

    OO

 

1. The Reporting Person, sole general partner of the Issuer, also owns 1,900,515 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 93,125,182 common units representing limited partner interests (“Common Units”) of Tesoro Logistics LP (the “Issuer”) issued and outstanding as of November 12, 2015, with such figure provided to the Reporting Persons by the Issuer. Since the filing of Amendment No. 4, the Issuer has issued Common Units, including 23,051,455 Common Units issued in connection with the merger with QEP Midstream Partners, LP on July 22, 2015.


Explanatory Note: This Amendment No. 5 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by Tesoro Corporation (“Tesoro”), Tesoro Refining and Marketing Company (“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 and October 24, 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:

On November 12, 2015, pursuant to the Contribution, Conveyance and Assumption Agreement 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): (i) Carson Cogen Company, a wholly-owned subsidiary of TRMC, contributed certain assets to the Issuer and in exchange received 151,021 Common Units; and (ii) the General Partner contributed certain assets to the Issuer and in exchange received 4,112,346 Common Units, approximately $250 million in cash, and 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 November 12, 2015, the approximate number of Common Units issued and outstanding is 93,125,182, with such figure provided to the Reporting Persons by the Issuer.

As of November 12, 2015, (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 Cogen, 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 November 12, 2015, the General Partner is the record holder of 8,034,123 Common Units. The General Partner shares voting and dispositive power over these Common Units with Tesoro, TRMC and Tesoro Alaska due to Tesoro’s, TRMC’s and Tesoro Alaska’s ownership of 100% of the General Partner’s membership interests (4%, 95.5% 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 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 November 12, 2015, pursuant to the Amendment No. 2 to the Second 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 Second Amended and Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on July 1, 2014 and Amendment No. 1 to the Second Amended, Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on September 30, 2014, and Amendment No. 2 to the Second Amended, Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on November 12, 2015.


Item 7. Material to Be Filed as Exhibits.

 

Exhibit

  

Description

1.    Contribution, Conveyance and Assumption Agreement, dated as of November 12, 2015, among Tesoro Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC, Tesoro SoCal Pipeline Company 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 12, 2015)
2.    Amendment No. 2 to the Second Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, dated November 12, 2015, (incorporated herein by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on November 12, 2015)


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: November 12, 2015

 

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

   Units Held  

Rodney F. Chase

   Non-Executive Chairman of Computer Sciences Corporation and Genel Energy plc      0   

Gregory J. Goff

   Chairman, President and Chief Executive Officer of Tesoro Corporation      35,653   

Robert W. Goldman

   Independent Financial Consultant      4,100   

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

   Units Held  

Gregory J. Goff

   Chairman, President and Chief Executive Officer      35,653   

Keith M. Casey

   Executive Vice President, Operations      0   

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary      5,782   

Steven M. Sterin

   Executive Vice President, Chief Financial Officer      0   

Cynthia J. Warner

   Executive Vice President, Strategy and Business Development      0   

Daryl R. Schofield

   Senior Vice President, Commercial      0   

Tracy D. Jackson

   Vice President and Controller      0   

Brad S. Lakhia

   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      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 Corporation

   Units Held  

Gregory J. Goff

   Chairman, President and Chief Executive Officer      35,653   

Keith M. Casey

   Executive Vice President, Operations      0   

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary      5,782   

Steven M. Sterin

   Executive Vice President, Chief Financial Officer      0   

Cynthia J. Warner

   Executive Vice President, Strategy and Business Development      0   

Daryl R. Schofield

   Senior Vice President, Commercial      0   

Tracy D. Jackson

   Vice President and Controller      0   

Brad S. Lakhia

   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

   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 Corporation

   Units Held  

Gregory J. Goff

   Chairman, President and Chief Executive Officer      35,653   

Keith M. Casey

   Executive Vice President, Operations      0   

Charles S. Parrish

   Executive Vice President, General Counsel and Secretary      5,782   

Steven M. Sterin

   Executive Vice President, Chief Financial Officer      0   

Cynthia J. Warner

   Executive Vice President, Strategy and Business Development      0   

Daryl R. Schofield

   Senior Vice President, Commercial      0   

Tracy D. Jackson

   Vice President and Controller      0   

Brad S. Lakhia

   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      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

   Units Held  

Gregory J. Goff

   Chairman of the Board and Chief Executive Officer      35,653   

Phillip M. Anderson

   President      16,251   

Tracy D. Jackson

   Vice President and Controller      0   

Brad S. Lakhia

   Vice President and Treasurer      0   

Charles S. Parrish

   Vice President, General Counsel and Secretary      5,782   

Don J. Sorensen

   Vice President, Operations      1,177   

Steven M. Sterin

   Vice President and Chief Financial Officer      0   

[Schedule A Continues on Next Page]


TRANSACTIONS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

 

    None.

[End of Schedule A]