Current Report Filing (8-k)
November 20 2017 - 4:17PM
Edgar (US Regulatory)
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)
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Delaware
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001-35143
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27-4151603
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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19100 Ridgewood Pkwy
San Antonio, Texas
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78259-1828
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(Address of principal executive offices)
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(Zip Code)
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(210) 626-6000
(Registrants 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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 Rule
12b-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.
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Item 1.01
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Entry into a Material Definitive Agreement
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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 Partnerships registration statement on Form
S-3
(Registration
No. 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
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Financial Statements and Exhibits.
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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
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ANDEAVOR LOGISTICS LP
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By:
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Tesoro Logistics GP, LLC
Its general partner
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By:
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/s/ Blane W. Peery
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Name: Blane W. Peery
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Title: Vice President and Controller
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