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): November 16, 2017
Andeavor Logistics LP
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-35143 | | 27-4151603 |
(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 Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
Underwriting Agreement
On November 16, 2017, Andeavor Logistics LP (the “Partnership”) and certain of its subsidiaries entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC, as representatives 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. (together with the Partnership, the “Issuers”) of $500 million aggregate principal amount of 3.500% Senior Notes due 2022 (the “2022 Notes”), $750 million aggregate principal amount of 4.250% Senior Notes due 2027 (the “2027 Notes”) and $500 million aggregate principal amount of 5.200% Senior Notes due 2047 (the “2047 Notes” and, together with the 2022 Notes and the 2027 Notes, the “Notes”). The Offering was made pursuant to the Partnership’s registration statement on FormS-3 (RegistrationNo. 333-221549), which became automatically effective upon filing on November 14, 2017 (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.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
Date: November 20, 2017
| | |
| ANDEAVOR LOGISTICS LP |
| |
| By: | | Tesoro Logistics GP, LLC Its general partner |
| |
| By: | | /s/ Blane W. Peery |
| | Name: Blane W. Peery |
| | Title: Vice President and Controller |
