0001193125-16-482213.txt : 20160407 0001193125-16-482213.hdr.sgml : 20160407 20160226164241 ACCESSION NUMBER: 0001193125-16-482213 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tesoro Alaska Pipeline Co LLC CENTRAL INDEX KEY: 0000911614 IRS NUMBER: 741646130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 FORMER COMPANY: FORMER CONFORMED NAME: TESORO ALASKA Co LLC DATE OF NAME CHANGE: 20141007 FORMER COMPANY: FORMER CONFORMED NAME: TESORO ALASKA CO DATE OF NAME CHANGE: 20010716 FORMER COMPANY: FORMER CONFORMED NAME: TESORO ALASKA PETROLEUM CO DATE OF NAME CHANGE: 19930903 FILER: 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: CORRESP 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QEP Midstream Partners, LP CENTRAL INDEX KEY: 0001576044 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 800918184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tesoro High Plains Pipeline Co LLC CENTRAL INDEX KEY: 0001582475 IRS NUMBER: 274152862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 7821828 BUSINESS PHONE: (210)626-6000 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 7821828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tesoro Logistics Operations LLC CENTRAL INDEX KEY: 0001582478 IRS NUMBER: 274151836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QEP Midstream Partners Operating, LLC CENTRAL INDEX KEY: 0001666300 IRS NUMBER: 462648015 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tesoro Logistics Northwest Pipeline LLC CENTRAL INDEX KEY: 0001582477 IRS NUMBER: 800873558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 7821828 BUSINESS PHONE: (210)626-6000 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 7821828 FORMER COMPANY: FORMER CONFORMED NAME: Tesoro Logistics Northwest Pipeline Co LLC DATE OF NAME CHANGE: 20130725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tesoro SoCal Pipeline Co LLC CENTRAL INDEX KEY: 0001605262 IRS NUMBER: 352461308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 78259 BUSINESS PHONE: 210-626-6000 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 78259 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Green River Processing, LLC CENTRAL INDEX KEY: 0001666298 IRS NUMBER: 464995184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rendezvous Pipeline Company, LLC CENTRAL INDEX KEY: 0001666310 IRS NUMBER: 800918184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QEP Field Services, LLC CENTRAL INDEX KEY: 0001617906 IRS NUMBER: 471671046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QEP Midstream Partners GP, LLC CENTRAL INDEX KEY: 0001576045 IRS NUMBER: 462636925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1050 17TH STREET, SUITE 500 CITY: DENVER STATE: CO ZIP: 80265 BUSINESS PHONE: 303-394-4828 MAIL ADDRESS: STREET 1: 1050 17TH STREET, SUITE 500 CITY: DENVER STATE: CO ZIP: 80265 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QEPM Gathering I, LLC CENTRAL INDEX KEY: 0001666301 IRS NUMBER: 463283494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tesoro Logistics Finance Corp. CENTRAL INDEX KEY: 0001582476 IRS NUMBER: 352453789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 7821828 BUSINESS PHONE: (210)626-6000 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 7821828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tesoro Logistics Pipelines LLC CENTRAL INDEX KEY: 0001582479 IRS NUMBER: 611698909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 CORRESP 1 filename1.htm Company Transmittal Letter

Tesoro Logistics LP

Tesoro Finance Corp.

19100 Ridgewood Pkwy

San Antonio, TX 78259

(210) 626-6000

VIA EDGAR

February 26, 2016

 

  Re: Tesoro Logistics LP,

Tesoro Logistics Finance Corp.

and Subsidiary Guarantors

Registration Statement on Form S-4

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Reference is made to the registration statement on Form S-4 (the “S-4 Registration Statement”), together with certain exhibits thereto, of Tesoro Logistics LP, a Delaware limited partnership, and Tesoro Logistics Finance Corp., a Delaware corporation (together, the “Issuers”), and the additional registrants listed therein (collectively, the “Guarantors” and, together with the Issuers, the “Registrants”), registering the Issuers’ offer to exchange (1) $500,000,000 aggregate principal amount of their 5.50% Senior Notes due 2019 (the “2019 Exchange Notes”) for any and all of their outstanding 5.50% Senior Notes due 2019 that were issued on October 29, 2014 (the “2019 Outstanding Notes”), which were offered and sold in reliance upon Rule 144A and Regulation S under the Securities Act and (2) $800,000,000 aggregate principal amount of their 6.25% Senior Notes due 2022 (the “2022 Exchange Notes” and, together with the 2019 Exchange Notes, the “Exchange Notes”) for any and all of their outstanding 6.25% Senior Notes due 2022 that were issued on October 29, 2014 (the “2022 Outstanding Notes” and, together with the 2019 Outstanding Notes, the “Outstanding Notes”), which were offered and sold in reliance upon Rule 144A and Regulation S under the Securities Act. The Outstanding Notes are, and the Exchange Notes will be, guaranteed by the Guarantors, which are also registrants under the S-4 Registration Statement.

The Registrants are registering the exchange offer on the S-4 Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corporation, available May 13, 1988 (“Exxon Capital”), Morgan Stanley & Co., Incorporated, available June 5, 1991 (regarding resales) and Shearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers.) The Registrants hereby make the following representations to the Staff of the Commission:

1.    The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrants’ information and belief without independent investigation, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes. In

this regard, the Registrants will disclose to each person participating in the exchange offer that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in Exxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each Registrant acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

2.    No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will disclose to each person participating in the exchange offer (through the exchange offer prospectus) that any broker-dealer who receives the Exchange Notes for its own account pursuant to the exchange offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrants will also include in the letter of transmittal to be executed by each holder participating in the exchange offer that each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The filing fee for the S-4 Registration Statement in the amount of $130,910 has previously been deposited by wire transfer of same day funds to the Commission’s account at US Bank.

If you have any questions on the above-referenced S-4 Registration Statement, please contact Kenneth B. Wallach at (212) 455-3352 or Jonathan Ozner at (212) 455-2632 of Simpson Thacher & Bartlett LLP, counsel to the Registrants.

 

Very truly yours,

/s/ Carrie P. Ryan

Name: Carrie P. Ryan

Title: Secretary