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)


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 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.):
 
 
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 





Item 8.01
 
Other Events.

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 99.3 are the audited combined consolidated financial statements of the Partnership as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013. These audited combined consolidated financial statements give retrospective effect to the Alaska Storage and Terminalling Assets Acquisition. These audited combined consolidated financial statements update Item 8 in the Partnership’s 2015 Form 10-K filed with the SEC on February 25, 2016 (the "2015 Form 10-K"). Also, included herein as Exhibit 99.1 is the Selected Financial Data, which are derived from the audited combined consolidated financial statements, and updates Item 6 in the Partnership’s 2015 Form 10-K. Included herein as Exhibit 99.2 is Management’s Discussion and Analysis of Financial Condition and Results of Operations, which relates to the audited combined consolidated financial statements, and updates Item 7 in the Partnership’s 2015 Form 10-K. 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.

Item 9.01
 
Financial Statements and Exhibits.

 
(d)
Exhibits.
 
 
 
 
 
 
23.1
Consent of Ernst & Young LLP.
 
 
 
 
 
 
99.1
Selected Financial Data.
 
 
 
 
 
 
99.2
Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
 
 
 
 
 
99.3
Audited Combined Consolidated Financial Statements of Tesoro Logistics LP.
 
 
 
 
 
 
*101.INS
XBRL Instance Document.
 
 
 
 
 
 
*101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
 
 
 
 
*101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
 
 
 
*101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
 
 
 
*101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
 
 
 
*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
 
TESORO LOGISTICS LP
 
By:
Tesoro Logistics GP, LLC
 
 
its General Partner
 
 
 
 
By:
/s/ STEVEN M. STERIN
 
 
Steven M. Sterin
 
 
Executive Vice President and Chief Financial Officer




Index to Exhibits
Exhibit Number
 
Description
 
 
 
23.1
 
Consent of Ernst & Young LLP.
 
 
 
99.1
 
Selected Financial Data.
 
 
 
99.2
 
Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
 
 
99.3
 
Audited Combined Consolidated Financial Statements of Tesoro Logistics LP.
 
 
 
*101.INS
 
XBRL Instance Document.
 
 
 
*101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
 
 
*101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
*101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
*101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
*101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.

*    Submitted electronically herewith