TESORO LOGISTICS LP (NYSE:TLLP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
GP, LLC (the General Partner) entered into an underwriting
agreement (the Underwriting Agreement) with Citigroup Global
Markets Inc. and Deutsche Bank Securities Inc. (the
Underwriters), which provides for our issuance and sale to the
Underwriters (the Offering) of an aggregate of 5,000,000 common
units representing limited partner interests in us (the Common
Units) at a price to the Underwriters of $56.19 per Common Unit.
The Offering has been registered under the Securities Act of
1933, as amended (the Securities Act), to an effective
Registration Statement on Form S-3 (Registration No. 333-211863)
filed with the Securities and Exchange Commission (the SEC) on
June 6, 2016, as supplemented by the prospectus supplement, dated
February 21, 2017, filed with the SEC to Rule 424(b) of the
Securities Act.
subject to customary closing conditions. We expect to receive net
proceeds from the Offering of approximately $281 million, after
deducting underwriting discounts and commissions and estimated
offering expenses. We intend to use the net proceeds from the
sale of the Common Units to repay borrowings outstanding under
our revolving credit facility and for general partnership
purposes.
warranties and agreements by us and the General Partner,
including obligations to indemnify the Underwriters for certain
liabilities under the Securities Act and to contribute to
payments the Underwriters may be required to make because of any
of those liabilities. The foregoing description of the
Underwriting Agreement is not complete and is qualified in its
entirety by reference to the full text of the Underwriting
Agreement, which is filed as Exhibit 1.1 hereto and is
incorporated herein by reference.
in the future engage, in various activities, which may include
securities trading, commercial and investment banking, financial
advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. The
Underwriters and their related entities have performed and may
perform investment and commercial banking and advisory services
for us and our affiliates from time to time, for which they have
received and may receive customary fees and expense
reimbursement. The Underwriters and their affiliates may, from
time to time, engage in transactions with and perform services
for us in the ordinary course of their business. Affiliates of
the Underwriters are lenders under our revolving credit facility
and will receive a portion of the net proceeds from this offering
in the form of the repayment of borrowings under that facility.
commencement of the Offering. The press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
pricing of the Offering. The press release is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
7.01 of Form 8-K. Accordingly, this information, including
Exhibits 99.1, and 99.2, will not be subject to liability under
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), and will not be incorporated by reference
into any registration statement or other document filed by the
Partnership under the Securities Act or the Exchange Act, unless
specifically identified therein as being incorporated by
reference.
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1.1*
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Underwriting Agreement, dated as of February 21,
2017, by and among Tesoro Logistics LP, Tesoro Logistics GP, LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. |
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5.1*
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Opinion of Norton Rose Fulbright US LLP regarding the
validity of the securities. |
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8.1*
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Opinion of Norton Rose Fulbright US LLP relating to
tax matters. |
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23.1
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Consent of Norton Rose Fulbright US LLP (included in
Exhibit 5.1 hereto). |
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23.2
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Consent of Norton Rose Fulbright US LLP (included in
Exhibit 8.1 hereto). |
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99.1**
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Press release announcing equity offering issued on
February 21, 2017. |
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99.2**
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Press release announcing pricing of equity offering
issued on February 21, 2017. |
About TESORO LOGISTICS LP (NYSE:TLLP)
Tesoro Logistics LP (TLLP) owns, operates, develops and acquires logistics assets. TLLP is a logistics company operating primarily in the western and mid-continent regions of the United States. The Company operates through three segments: Gathering, Processing, and Terminalling and Transportation. Its gathering systems include crude oil and natural gas pipeline gathering systems in the Bakken Shale/Williston Basin area of North Dakota and Montana and the Green River Basin, Uinta Basin and Vermillion Basin in the states of Utah, Colorado and Wyoming. Its Processing segment consists of Vermillion processing complex, the Uinta Basin processing complex (Uinta Basin Complex), the Blacks Fork processing complex and the Emigrant Trail processing complex (Emigrant Trail Complex). Its Terminalling includes California Terminals and Storage Facilities, Washington Terminals and Storage Facilities, Alaska Terminals and Carson California Petroleum Coke Handling and Storage Facility. TESORO LOGISTICS LP (NYSE:TLLP) Recent Trading Information
TESORO LOGISTICS LP (NYSE:TLLP) closed its last trading session down -0.17 at 55.65 with 614,691 shares trading hands.