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 29, 2016
TESORO LOGISTICS LP
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-35143 | | 27-4151603 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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 (see General Instruction A.2.):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Effective July 1, 2016, Tesoro Logistics LP (the "Partnership" or "TLLP") entered into a transaction (the “Alaska Storage and Terminalling Assets Acquisition”) with Tesoro Corporation ("Tesoro") to purchase certain terminalling and storage assets owned by Tesoro. On July 1, 2016, the Partnership completed the acquisition of the first phase consisting of tankage with a shell capacity of approximately 3.5 million barrels and ancillary facilities used for the operations at Tesoro’s Kenai Refinery. The second phase was completed on September 16, 2016 and consisted of refined product terminals in Anchorage and Fairbanks (together, the “Alaska Storage and Terminalling Assets”).
This transaction was a transfer between entities under common control. Accordingly, the Partnership's combined consolidated financial statements and notes have been retrospectively adjusted to include the financial results of the Alaska Storage and Terminalling Assets for all periods presented.
Included herein as Exhibit 99.1 are the unaudited condensed combined consolidated financial statements of the Partnership as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015. These unaudited condensed combined consolidated financial statements give retrospective effect to the Alaska Storage and Terminalling Assets acquisition, which completed in two phases (July 1, 2016 and September 16, 2016), and updates the Partnership's previous financial statements filed May 5, 2016. Also, included herein as Exhibit 99.2 is the Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is derived from the unaudited condensed combined consolidated financial statements, and updates the previous Management’s Discussion and Analysis of Financial Condition and Results of Operations filed May 5, 2016. Certain changes with respect to our use of non-GAAP measures have been made to conform to the presentation and disclosure of non-GAAP measures as reported in the Partnership's quarterly report on Form 10-Q for the periods ended June 30, 2016.
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| Item 9.01 | | Financial Statements and Exhibits. |
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| | (d) | Exhibits. |
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| | | 99.1 | Unaudited Condensed Combined Consolidated Financial Statements of Tesoro Logistics LP. |
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| | | 99.2 | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
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| | | *101.INS | XBRL Instance Document. |
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| | | *101.SCH | XBRL Taxonomy Extension Schema Document. |
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| | | *101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. |
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| | | *101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
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| | | *101.LAB | XBRL Taxonomy Extension Label Linkbase Document. |
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| | | *101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
* Submitted electronically herewith
SIGNATURES
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.
Date: November 29, 2016
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| | TESORO LOGISTICS LP |
| | By: | Tesoro Logistics GP, LLC |
| | | its General Partner |
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| | By: | /s/ STEVEN M. STERIN |
| | | Steven M. Sterin |
| | | Executive Vice President and Chief Financial Officer |
Index to Exhibits
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| Exhibit Number | | Description |
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| 99.1 | | Unaudited Condensed Combined Consolidated Financial Statements of Tesoro Logistics LP. |
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| 99.2 | | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
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| *101.INS | | XBRL Instance Document. |
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| *101.SCH | | XBRL Taxonomy Extension Schema Document. |
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| *101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. |
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| *101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document. |
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| *101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. |
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| *101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. |
* Submitted electronically herewith
