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) December 15, 2016
Tesoro Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-3473 | 95-0862768 | ||
| (State 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:
| ☐ | 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 7.01 | Regulation FD Disclosure |
Notes Offering by Tesoro Corporation
On December 15, 2016, Tesoro Corporation (“Tesoro”) issued a press release announcing that it has commenced an offering of $1.6 billion aggregate principal amount of its Senior Notes due 2023 and its Senior Notes due 2026 (together, the “Notes”) in transactions that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is furnished as Exhibit 99.1 to this report. Tesoro intends to use a combination of the net proceeds from the offering of the Notes, cash on hand and borrowings under its amended revolving credit facility to fund (i) the cash consideration and other amounts payable in respect of its previously announced acquisition of Western Refining, Inc., (ii) the repayment and redemption of certain outstanding indebtedness of Western Refining, Inc. and its subsidiaries and (iii) the payment of related fees and expenses. This report does not constitute an offer to sell or a solicitation of an offer to buy the Notes. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. There can be no assurance that the proposed offering of notes will be completed.
The Notes will be sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act except as shall be expressly set forth by specific reference in such a filing.
Section 9.01 — Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release announcing intention to offer senior notes due 2023 and 2026 issued on December 15, 2016. |
SIGNATURE
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.
| TESORO CORPORATION | ||
| By: |
/s/ Steven M. Sterin | |
| Name: |
Steven M. Sterin | |
| Title: |
Executive Vice President and Chief Financial Officer | |
Date: December 15, 2016
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release announcing intention to offer senior notes due 2023 and 2026 issued on December 15, 2016. |
Exhibit 99.1
Tesoro Announces Intention to Offer $1.6 Billion in Senior Notes
SAN ANTONIO – December 15, 2016- Tesoro Corporation (NYSE:TSO) (“Tesoro”) announced today that it is proposing to offer in an unregistered offering $1.6 billion in aggregate principal amount of Senior Notes due 2023 and Senior Notes due 2026 (together, the “Notes”). Tesoro intends to use a combination of the net proceeds from the offering of the notes, cash on hand and borrowings under its amended revolving credit facility to fund (i) the cash consideration and other amounts payable in respect of its previously announced acquisition of Western Refining, Inc., (ii) the repayment and redemption of certain outstanding indebtedness of Western Refining, Inc. and its subsidiaries and (iii) the payment of related fees and expenses. There can be no assurance that the proposed offering of the Notes will be completed.
The Notes will be sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About Tesoro Corporation
Tesoro Corporation, a Fortune 100 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 over 895,000 barrels per day and ownership in a logistics business, which includes an interest in Tesoro Logistics LP (NYSE: TLLP) and ownership of its general partner. Tesoro’s retail-marketing system includes over 2,400 retail stations under the ARCO®, Shell®, Exxon®, Mobil®, USA Gasoline™, Rebel™ and Tesoro® 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. You can identify forward-looking statements by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “‘plans,” “expects,” “future” and “intends” and similar expressions which are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the completion of the notes offering and the consummation of the merger. 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 (the “SEC”). 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.
Contact:
Investors:
Sam Ramraj, Vice President, Investor Relations, (210) 626-4757
Media:
Tesoro Media Relations, media@tsocorp.com, (210) 626-7702