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): January 10, 2012
Tesoro Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-3473 | 95-0862768 | ||
| (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.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On January 10, 2012, Tesoro Corporation (“Tesoro” or the “Company”) announced that it will be seeking a buyer for its Hawaii operations as part of its previously announced strategy to focus on the U.S. Mid Continent and West Coast markets. The sale will include the 94 thousand barrels per day Kapolei refinery, operations at 32 retail stations and the associated logistical assets. The press release related to this announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the possible divestiture of its Hawaii assets, Tesoro may present to certain potential buyers information regarding these assets, including the following: (a) working capital for operations at Tesoro’s Hawaii refinery has averaged between $100 and $110 million since January 2010, (b) Tesoro’s tax basis in the fixed assets, excluding inventory, was between $50 to $60 million in 2010, and (c) typical inventory levels utilized to support Tesoro’s Hawaii operations range between 4 million and 5.5 million barrels, including crude oil inventory in transit to Hawaii.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated as of January 10, 2012 |
2
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: January 10, 2012
| TESORO CORPORATION | ||
| By: | /s/ G. SCOTT SPENDLOVE | |
| G. Scott Spendlove | ||
| Senior Vice President and Chief Financial Officer | ||
3
Index to Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated as of January 10, 2012 | |
4
Exhibit 99.1
| CONTACTS: INVESTOR RELATIONS Louie Rubiola 210-626-4355
MEDIA Tesoro Media Line 210-626-7702 media@tsocorp.com |
TESORO ANNOUNCES PLAN TO SELL HAWAII OPERATIONS
SAN ANTONIO, TX – January 10, 2012 – Tesoro Corporation (NYSE: TSO) today announced its plan to sell its Hawaii operations, including the 94 thousand barrel per day (mbpd) Kapolei refinery, operations at 32 retail stations and all associated logistical assets.
“Following a comprehensive analysis, we’ve determined that our business in Hawaii does not align with our strategic focus on the Mid-Continent and West Coast, and can provide greater value for a company that will invest in the business and employees,” said Greg Goff, president and CEO of Tesoro. “While the Hawaii business is no longer in line with our vision for Tesoro’s future, there is no question that it offers value for the right investor.”
The Kapolei refinery enjoys a favorable geographic position, excellent logistical infrastructure and an advantaged configuration that make it an attractive business for interested buyers. The refinery yield is distillate-focused and is complementary to the on-island demand for utility, jet and military fuels. The facility has the necessary logistics to support product movements to and from the U.S. West Coast or Pacific Rim markets, and is well positioned for participation in existing State of Hawaii and U.S. Department of Defense renewable fuels projects.
This is a fully integrated business which includes:
| • | Advantaged hydrocracking refinery |
| • | Network of retail stations |
| • | Deep draft single point mooring facility for crude and product movements |
| • | Proprietary pipelines with connections to crucial business hubs such as Honolulu International Airport, the military fuel depot and Barbers Point inter island barge harbor |
| • | Terminal access and barge operations to supply the major outlying islands |
Tesoro Hawaii indicated its operations are focused on continuing to meet all its business commitments during the marketing and sales process.
Tesoro Hawaii anticipates completing the sale no sooner than the second half of 2012, subject to regulatory and other approvals.
About Tesoro
Tesoro Corporation, a Fortune 150 company, is an independent refiner and marketer of petroleum products. Tesoro, through its subsidiaries, operates seven refineries in the western United States with a combined capacity of approximately 665,000 barrels per day. Tesoro’s retail-marketing system includes nearly 1,200 branded retail stations, of which over 375 are company operated under the Tesoro®, Shell® and USA GasolineTM brands.
This press release contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 concerning Tesoro Hawaii Corporation’s intent to sell its Hawaii operations. For more information concerning factors that could affect these statements see our annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. We undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date hereof.”