UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Tesoro Logistics LP
(Name of Issuer)
Common Units
(Title of Class of Securities)
88160T107
(CUSIP Number)
David L. Ronn
McGuireWoods LLP
600 Travis Street, Suite 7500
Houston, Texas 77002-2906
(713) 353-6671
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No: 88160T107 |
| 1 | Names of reporting persons.
Tesoro Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
27-4151603 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
AF | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
15,620,925 | ||||
| 8 | Shared voting power
16,824,1901 | |||||
| 9 | Sole dispositive power
15,620,9251 | |||||
| 10 | Shared dispositive power
16,824,1901 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,445,1151 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
34.84%2 | |||||
| 14 | Type of reporting person
CO | |||||
| 1. | The Reporting Person may also be deemed to be the indirect beneficial owner of the 2.0% general partner interest in the Issuer. |
| 2. | Based upon approximately 93,125,182 common units representing limited partner interests (“Common Units”) of Tesoro Logistics LP (the “Issuer”) issued and outstanding as of November 12, 2015, with such figure provided to the Reporting Persons by the Issuer. Since the filing of Amendment No. 4, the Issuer has issued Common Units, including 23,051,455 Common Units issued in connection with the merger with QEP Midstream Partners, LP on July 22, 2015. |
| CUSIP No: 88160T107 |
| 1 | Names of reporting persons.
Tesoro Refining & Marketing Company LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
76-0489496 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
| 8 | Shared voting power
8,219,0021 | |||||
| 9 | Sole dispositive power
0 | |||||
| 10 | Shared dispositive power
8,219,0021 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,219,0021 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
8.83%2 | |||||
| 14 | Type of reporting person
OO | |||||
| 1. | Includes 151,021 Common Units held indirectly through the Reporting Person’s wholly-owned subsidiary Carson Cogeneration Company. The Reporting Person may also be deemed to be the indirect beneficial owner of the 2.0% general partner interest in the Issuer. |
| 2. | Based upon approximately 93,125,182 common units representing limited partner interests (“Common Units”) of Tesoro Logistics LP (the “Issuer”) issued and outstanding as of November 12, 2015, with such figure provided to the Reporting Persons by the Issuer. Since the filing of Amendment No. 4, the Issuer has issued Common Units, including 23,051,455 Common Units issued in connection with the merger with QEP Midstream Partners, LP on July 22, 2015. |
| CUSIP No: 88160T107 |
| 1 | Names of reporting persons.
Tesoro Alaska Company LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
74-1646130 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
AF | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
| 8 | Shared voting power
571,065 | |||||
| 9 | Sole dispositive power
0 | |||||
| 10 | Shared dispositive power
571,065 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
571,065 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
0.61%1 | |||||
| 14 | Type of reporting person
OO | |||||
| 1. | Based upon approximately 93,125,182 common units representing limited partner interests (“Common Units”) of Tesoro Logistics LP (the “Issuer”) issued and outstanding as of November 12, 2015, with such figure provided to the Reporting Persons by the Issuer. Since the filing of Amendment No. 4, the Issuer has issued Common Units, including 23,051,455 Common Units issued in connection with the merger with QEP Midstream Partners, LP on July 22, 2015. |
| CUSIP No: 88160T107 |
| 1 | Names of reporting persons.
Tesoro Logistics GP, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
27-4151395 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
| 8 | Shared voting power
8,034,1231 | |||||
| 9 | Sole dispositive power
0 | |||||
| 10 | Shared dispositive power
8,034,1231 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,034,1231 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13 | Percent of class represented by amount in Row (11)
8.63%2 | |||||
| 14 | Type of reporting person
OO | |||||
| 1. | The Reporting Person, sole general partner of the Issuer, also owns 1,900,515 general partner units representing a 2.0% general partner interest in the Issuer, as well as incentive distribution rights in the Issuer, entitling the Reporting Person to receive increasing percentages of quarterly distributions in excess of specified amounts. |
| 2. | Based upon approximately 93,125,182 common units representing limited partner interests (“Common Units”) of Tesoro Logistics LP (the “Issuer”) issued and outstanding as of November 12, 2015, with such figure provided to the Reporting Persons by the Issuer. Since the filing of Amendment No. 4, the Issuer has issued Common Units, including 23,051,455 Common Units issued in connection with the merger with QEP Midstream Partners, LP on July 22, 2015. |
Explanatory Note:This Amendment No. 5 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by Tesoro Corporation (“Tesoro”), Tesoro Refining and Marketing Company (“TRMC”), Tesoro Alaska Company LLC (“Tesoro Alaska”) and Tesoro Logistics GP, LLC (the “General Partner” and, collectively with Tesoro, TRMC and Tesoro Alaska, the “Reporting Persons”) on September 24, 2012, as amended on June 3, 2013, December 9, 2013, May 20, 2014 and October 24, 2014 (the “Initial Statement”). The Initial Statement shall not be modified except as specifically provided herein.
| Item 2. | Identity and Background. |
Item 2 of the Initial Statement is hereby supplemented as follows:
The information required by subparagraphs (a), (b), (c) and (f) of this Item with respect to the directors and executive officers of the Reporting Persons is set forth on Schedule A attached hereto and is incorporated herein by reference. Such schedule amends and restates, as to the information required by such subparagraphs, the information contained in Schedule A of the Initial Statement.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Initial Statement is hereby supplemented as follows:
On November 12, 2015, pursuant to the Contribution, Conveyance and Assumption Agreement among the Issuer, the General Partner, TRMC and the other parties thereto (which is filed as Exhibit 1 hereto and is incorporated herein by reference): (i) Carson Cogen Company, a wholly-owned subsidiary of TRMC, contributed certain assets to the Issuer and in exchange received 151,021 Common Units; and (ii) the General Partner contributed certain assets to the Issuer and in exchange received 4,112,346 Common Units, approximately $250 million in cash, and the number of general partner units necessary to restore and maintain its 2.0% general partner interest in the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) of the Initial Statement is supplemented as follows:
Items 11 and 13 of each Cover Page state the aggregate number and percentage of Common Units beneficially owned by the applicable Reporting Persons. Such information is incorporated herein by reference.
As of November 12, 2015, the approximate number of Common Units issued and outstanding is 93,125,182, with such figure provided to the Reporting Persons by the Issuer.
As of November 12, 2015, (i) Tesoro is the record holder of 15,620,925 Common Units, over which it has sole voting and dispositive power; (ii) TRMC is the record holder of 8,067,981 Common Units and the indirect holder of 151,021 Common Units held directly by its wholly-owned subsidiary Carson Cogen, over which it shares voting and dispositive power with Tesoro
due to Tesoro’s ownership of 100% of the securities of TRMC; and (iii) Tesoro Alaska is the record holder of 571,065 Common Units, over which it shares voting and dispositive power with Tesoro due to Tesoro’s ownership of 100% of the securities of Tesoro Alaska.
As of November 12, 2015, the General Partner is the record holder of 8,034,123 Common Units. The General Partner shares voting and dispositive power over these Common Units with Tesoro, TRMC and Tesoro Alaska due to Tesoro’s, TRMC’s and Tesoro Alaska’s ownership of 100% of the General Partner’s membership interests (4%, 95.5% and 0.5%, respectively).
The number of Common Units held by each of the Reporting Persons’ directors and executive officers is set forth on Schedule A and is incorporated herein by reference.
Each of the Reporting Persons disclaims beneficial ownership of the securities held by others, including the other Reporting Persons, except to the extent of such Reporting Persons’ pecuniary interest therein, if any.
The information set forth in Item 3 is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Initial Statement is supplemented as follows:
On November 12, 2015, pursuant to the Amendment No. 2 to the Second Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, Tesoro and TRMC amended and restated their respective membership interests in the General Partner to account for the capital contributions made by TRMC to the General Partner on that date.
All references to, and descriptions of, the Limited Liability Company Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Second Amended and Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on July 1, 2014 and Amendment No. 1 to the Second Amended, Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on September 30, 2014, and Amendment No. 2 to the Second Amended, Restated Limited Liability Company Agreement filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on November 12, 2015.
| Item 7. | Material to Be Filed as Exhibits. |
Exhibit | Description | |
| 1. | Contribution, Conveyance and Assumption Agreement, dated as of November 12, 2015, among Tesoro Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC, Tesoro SoCal Pipeline Company LLC, Tesoro Corporation, Tesoro Refining and Marketing Company LLC and Carson Cogeneration Company (incorporated herein by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on November 12, 2015) | |
| 2. | Amendment No. 2 to the Second Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, dated November 12, 2015, (incorporated herein by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on November 12, 2015) | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 12, 2015
| TESORO CORPORATION | ||
| By: | /s/ Charles S. Parrish | |
| Charles S. Parrish | ||
| Executive Vice President, General Counsel and Secretary | ||
| TESORO REFINING & MARKETING COMPANY LLC | ||
| By: | /s/ Charles S. Parrish | |
| Charles S. Parrish | ||
| Executive Vice President and Secretary | ||
| TESORO ALASKA COMPANY LLC | ||
| By: | /s/ Charles S. Parrish | |
| Charles S. Parrish | ||
| Executive Vice President, General Counsel and Secretary | ||
| TESORO LOGISTICS GP, LLC | ||
| By: | /s/ Charles S. Parrish | |
| Charles S. Parrish | ||
| Vice President, General Counsel and Secretary | ||
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF TESORO CORPORATION
The business address of each person listed below is c/o Tesoro Corporation, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.
Directors:
Name | Present Principal Occupation | Units Held | ||||
Rodney F. Chase | Non-Executive Chairman of Computer Sciences Corporation and Genel Energy plc | 0 | ||||
Gregory J. Goff | Chairman, President and Chief Executive Officer of Tesoro Corporation | 35,653 | ||||
Robert W. Goldman | Independent Financial Consultant | 4,100 | ||||
David Lilley | Retired | 0 | ||||
Mary Pat McCarthy | Retired | 0 | ||||
J.W. Nokes | Retired | 0 | ||||
Steven M. Sterin | Executive Vice President and Chief Financial Officer of Tesoro Corporation | 0 | ||||
Susan Tomasky | Retired | 0 | ||||
Michael E. Wiley | Retired | 0 | ||||
Patrick Y. Yang | Retired | 0 | ||||
Executive Officers:
Name | Position at Tesoro Corporation | Units Held | ||||
Gregory J. Goff | Chairman, President and Chief Executive Officer | 35,653 | ||||
Keith M. Casey | Executive Vice President, Operations | 0 | ||||
Charles S. Parrish | Executive Vice President, General Counsel and Secretary | 5,782 | ||||
Steven M. Sterin | Executive Vice President, Chief Financial Officer | 0 | ||||
Cynthia J. Warner | Executive Vice President, Strategy and Business Development | 0 | ||||
Daryl R. Schofield | Senior Vice President, Commercial | 0 | ||||
Tracy D. Jackson | Vice President and Controller | 0 | ||||
Brad S. Lakhia | Vice President and Treasurer | 0 | ||||
[Schedule A Continues on Next Page]
DIRECTORS AND EXECUTIVE OFFICERS OF
TESORO REFINING & MARKETING COMPANY LLC
The business address of each person listed below is c/o Tesoro Refining & Marketing Company LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.
Directors:
Name | Present Principal Occupation | Units Held | ||||
Gregory J. Goff | President and Chief Executive Officer of Tesoro Corporation | 35,653 | ||||
Charles S. Parrish | Executive Vice President, General Counsel and Secretary of Tesoro Corporation | 5,782 | ||||
Steven M. Sterin | Executive Vice President and Chief Financial Officer of Tesoro Corporation | 0 | ||||
Executive Officers:
Name | Position at Tesoro Corporation | Units Held | ||||
Gregory J. Goff | Chairman, President and Chief Executive Officer | 35,653 | ||||
Keith M. Casey | Executive Vice President, Operations | 0 | ||||
Charles S. Parrish | Executive Vice President, General Counsel and Secretary | 5,782 | ||||
Steven M. Sterin | Executive Vice President, Chief Financial Officer | 0 | ||||
Cynthia J. Warner | Executive Vice President, Strategy and Business Development | 0 | ||||
Daryl R. Schofield | Senior Vice President, Commercial | 0 | ||||
Tracy D. Jackson | Vice President and Controller | 0 | ||||
Brad S. Lakhia | Vice President and Treasurer | 0 | �� | |||
[Schedule A Continues on Next Page]
DIRECTORS AND EXECUTIVE OFFICERS OF TESORO ALASKA COMPANY LLC
The business address of each person listed below is c/o Tesoro Alaska Company LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.
Directors:
Name | Present Principal Occupation | Units Held | ||||
Gregory J. Goff | President and Chief Executive Officer of Tesoro Corporation | 35,653 | ||||
Charles S. Parrish | Executive Vice President, General Counsel and Secretary of Tesoro Corporation | 5,782 | ||||
Steven M. Sterin | Executive Vice President and Chief Financial Officer of Tesoro Corporation | 0 | ||||
Executive Officers:
Name | Position at Tesoro Corporation | Units Held | ||||
Gregory J. Goff | Chairman, President and Chief Executive Officer | 35,653 | ||||
Keith M. Casey | Executive Vice President, Operations | 0 | ||||
Charles S. Parrish | Executive Vice President, General Counsel and Secretary | 5,782 | ||||
Steven M. Sterin | Executive Vice President, Chief Financial Officer | 0 | ||||
Cynthia J. Warner | Executive Vice President, Strategy and Business Development | 0 | ||||
Daryl R. Schofield | Senior Vice President, Commercial | 0 | ||||
Tracy D. Jackson | Vice President and Controller | 0 | ||||
Brad S. Lakhia | Vice President and Treasurer | 0 | ||||
[Schedule A Continues on Next Page]
DIRECTORS AND EXECUTIVE OFFICERS OF TESORO LOGISTICS GP, LLC
The business address of each person listed below is c/o Tesoro Logistics GP, LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.
Directors:
Name | Present Principal Occupation | Units Held | ||||
Gregory J. Goff | President and Chief Executive Officer of Tesoro Corporation | 35,653 | ||||
Raymond J. Bromark | Retired | 8,082 | ||||
James H. Lamanna | President of Timeless Triumph LLC (a consulting firm) | 6,107 | ||||
Thomas C. O’Connor | President and Chief Executive Officer of DCP Midstream, LLC | 12,847 | ||||
Phillip M. Anderson | President of Tesoro Logistics GP, LLC | 16,251 | ||||
Charles S. Parrish | Executive Vice President, General Counsel and Secretary of Tesoro Corporation | 5,782 | ||||
Steven M. Sterin | Executive Vice President and Chief Financial Officer of Tesoro Corporation | 0 | ||||
Keith M. Casey | Senior Vice President, Strategy and Business Development of Tesoro Corporation | 0 | ||||
Executive Officers:
Name | Position at Tesoro Logistics GP, LLC | Units Held | ||||
Gregory J. Goff | Chairman of the Board and Chief Executive Officer | 35,653 | ||||
Phillip M. Anderson | President | 16,251 | ||||
Tracy D. Jackson | Vice President and Controller | 0 | ||||
Brad S. Lakhia | Vice President and Treasurer | 0 | ||||
Charles S. Parrish | Vice President, General Counsel and Secretary | 5,782 | ||||
Don J. Sorensen | Vice President, Operations | 1,177 | ||||
Steven M. Sterin | Vice President and Chief Financial Officer | 0 | ||||
[Schedule A Continues on Next Page]
TRANSACTIONS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
| • | None. |
[End of Schedule A]
