TESORO LOGISTICS LP (NYSE:TLLP) Files An 8-K Entry into a Material Definitive Agreement

TESORO LOGISTICS LP (NYSE:TLLP) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement

Underwriting Agreement

On November29, 2016, Tesoro Logistics LP (the Partnership) and
certain of its subsidiaries entered into an Underwriting
Agreement with RBC Capital Markets, LLC, as representative of the
several underwriters listed therein (collectively, the
Underwriters), in connection with the offer and sale (the
Offering) by the Partnership and Tesoro Logistics Finance Corp.
(Finance Corp and, together with the Partnership, the Issuers) of
$750 million aggregate principal amount of 5.25% Senior Notes due
2025 (the Notes). The Offering was made to the Partnerships
registration statement on Form S-3 (Registration No.333-214826),
which became automatically effective upon filing on November29,
2016 (the Registration Statement).

The Underwriting Agreement contains customary representations,
warranties and agreements by the Issuers, and customary
conditions to closing, indemnification obligations of the Issuers
and the Underwriters, including for liabilities under the
Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. The foregoing description of
the Underwriting Agreement does not purport to be 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
incorporated by reference herein and is to be incorporated by
reference in its entirety into the Registration Statement.

The Notes and the Indenture

The Notes were issued to an Indenture, dated December2, 2016 (the
Indenture), among the Issuers, the guarantors named therein (the
Guarantors) and U.S. Bank National Association, as trustee. The
Indenture contains customary terms, events of default and
covenants for an issuer of non-investment grade debt securities.
These covenants include limitations on, among other things,
making investments, incurring additional indebtedness or issuing
preferred units, paying dividends or making distributions on
units or redeeming or repurchasing subordinated debt, creating
liens, incurring dividend or other payment restrictions affecting
subsidiaries, selling assets, merging or consolidating with other
entities and entering into transactions with affiliates.

The Notes accrue interest at a rate per annum equal to 5.25% and
will mature on January15, 2025. Interest on the Notes is payable
semi-annually on January15 and July15 of each year, beginning on
July15, 2017. On or after January15, 2021, the Issuers may on any
one or more occasions redeem some or all of the Notes at a
purchase price equal to 102.625% of the principal amount of the
Notes, plus accrued and unpaid interest to the redemption date,
if any, such optional redemption price decreasing to 101.313% on
or after January15, 2022 and 100.000% on or after January15,
2023. Prior to January15, 2020, the Issuers may on any one or
more occasions redeem up to 35% of the aggregate principal amount
of the Notes with an amount not to exceed the net proceeds of
certain equity offerings at 105.250% of the aggregate principal
amount thereof, plus accrued and unpaid interest to the
redemption date, if any. Prior to January15, 2021, the Issuers
may redeem some or all of the Notes at a make-whole price plus
accrued and unpaid interest to the redemption date, if any. If a
change of control triggering event occurs, the Issuers must offer
to purchase for cash the Notes at a purchase price equal to 101%
of the principal amount of the Notes (or such higher amount, as
the Issuers may determine), plus accrued and unpaid interest to
the redemption date, if any.

The Notes are general senior unsecured obligations of the Issuers
and are equal in right of payment with all of the Issuers
existing and future senior indebtedness, including amounts
outstanding under the Partnerships existing notes and the
Partnerships credit facilities. The Notes are senior to any
future subordinated indebtedness the Issuers may incur. The Notes
are effectively junior to all of the Issuers existing and future
secured indebtedness to the extent of the value of the collateral
securing such indebtedness, including amounts outstanding under
the Partnerships credit facilities. The Notes are guaranteed (the
Guarantees) on a senior unsecured basis by substantially all of
the Partnerships existing and future domestic subsidiaries
(except for Finance Corp.) that guarantee other specified
indebtedness. The Guarantees are equal in right of payment with
the existing and future senior indebtedness of the Guarantors and
rank senior to any future subordinated indebtedness the
Guarantors may incur. The Guarantees are effectively junior to
all existing and future secured indebtedness of the Guarantors to
the extent of the value of the collateral securing such
indebtedness. The Notes and the Guarantees are structurally
junior to the indebtedness and other liabilities of any
non-Guarantor subsidiaries of the Partnership.

The foregoing descriptions of the Indenture and the Notes do not
purport to be complete and are qualified in their entirety by
reference to the full text of the Indenture (including the form
of note attached thereto), which is filed as Exhibit 4.1 hereto
and is incorporated by reference herein and is incorporated by
reference in its entirety into the Registration Statement.

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth above under The Notes and the Indenture
under Item1.01 above is incorporated by reference into this
Item2.03.

Item9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

1.1 Underwriting Agreement, dated as of November 29, 2016, among
Tesoro Logistics LP, Tesoro Logistics Finance Corp., the
guarantors named therein and RBC Capital Markets, LLC, as
representative of the several underwriters listed on Schedule
I thereto.
4.1 Indenture (including form of note), dated as of December 2,
2016, among Tesoro Logistics LP, Tesoro Logistics Finance
Corp., the guarantors named therein and U.S. Bank National
Association, as trustee, relating to the Notes.
5.1 Opinion of Simpson Thacher Bartlett LLP.
5.2 Opinion of Gibson, Dunn Crutcher LLP.
23.1 Consent of Simpson Thacher Bartlett LLP (included in the
opinion filed as Exhibit 5.1).
23.2 Consent of Gibson, Dunn Crutcher LLP (included in the opinion
filed as Exhibit 5.2).


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 up +0.62 at 47.71 with 523,902 shares trading hands.

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