Attached files
file | filename |
---|---|
EX-10.19 - EX-10.19 - ANDEAVOR LOGISTICS LP | h78279a7exv10w19.htm |
As filed with the Securities and Exchange Commission on
April 18, 2011
Registration
No. 333-171525
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Amendment No. 7
to
Form S-1
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Tesoro Logistics LP
(Exact name of Registrant as
Specified in Its Charter)
Delaware
|
4610 | 27-4151603 | ||
(State or Other Jurisdiction
of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
19100 Ridgewood Parkway
San Antonio, Texas
78259-1828
(210) 626-6000
(Address, Including Zip Code,
and Telephone Number, including Area Code, of Registrants
Principal Executive Offices)
Charles S. Parrish
Vice President, General Counsel and Secretary
19100 Ridgewood Parkway
San Antonio, Texas
78259-1828
(210) 626-4280
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent for
Service)
Copies to:
William N. Finnegan IV Brett E. Braden Latham & Watkins LLP 717 Texas Avenue, Suite 1600 Houston, Texas 77002 (713) 546-5400 |
David P. Oelman D. Alan Beck, Jr. Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 (713) 758-2222 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this
Registration Statement becomes effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box. o
If this Form is filed to register
additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same
offering. o
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer,
accelerated filer and smaller reporting
company in Rule
12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
(Do not check if a smaller reporting company)
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
Explanatory Note
This amendment No. 7 is being filed for the purpose of filing
Exhibit 10.19 to the Registration Statement (Commission File No. 333-171525).
No changes or additions are being made hereby to the Prospectus constituting Part I of the
Registration Statement (not included herein) or to Items 13, 14, 15 or 17 of Part II of the Registration Statement.
PART II
INFORMATION
NOT REQUIRED IN THE REGISTRATION STATEMENT
Item 13. | Other Expenses of Issuance and Distribution |
Set forth below are the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection
with the issuance and distribution of the securities registered
hereby. With the exception of the Securities and Exchange
Commission registration fee, the FINRA filing fee and the NYSE
filing fee, the amounts set forth below are estimates.
SEC registration fee
|
$ | 35,048 | ||
FINRA filing fee
|
30,688 | |||
NYSE listing fee
|
156,032 | |||
Advisory fee
|
2,020,000 | |||
Printing and engraving expenses
|
725,000 | |||
Fees and expenses of legal counsel
|
5,173,596 | |||
Accounting fees and expenses
|
1,015,000 | |||
Transfer agent and registrar fees
|
4,800 | |||
Miscellaneous
|
189,167 | |||
Total
|
$ | 9,349,331 | ||
Item 14. | Indemnification of Directors and Officers |
The section of the prospectus entitled The Partnership
Agreement Indemnification discloses that we
will generally indemnify officers, directors and affiliates of
the general partner to the fullest extent permitted by the law
against all losses, claims, damages or similar events and is
incorporated herein by this reference. Reference is also made to
Section 8 of the Underwriting Agreement to be filed as an
exhibit to this registration statement in which Tesoro Logistics
LP and certain of its affiliates will agree to indemnify the
underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, and to contribute
to payments that may be required to be made in respect of these
liabilities. Subject to any terms, conditions or restrictions
set forth in the partnership agreement,
Section 17-108
of the Delaware Act empowers a Delaware limited partnership to
indemnify and hold harmless any partner or other persons from
and against all claims and demands whatsoever.
Item 15. | Recent Sales of Unregistered Securities |
On December 13, 2010, in connection with the formation of
the partnership, Tesoro Logistics LP issued to (i) Tesoro
Logistics GP, LLC the 2.0% general partner interest in the
partnership for $20 and (ii) to Tesoro Corporation the
98.0% limited partner interest in the partnership for $980 in an
offering exempt from registration under Section 4(2) of the
Securities Act. There have been no other sales of unregistered
securities within the past three years.
Item 16. | Exhibits |
The following documents are filed as exhibits to this
registration statement:
II-1
Exhibit |
||||||
Number
|
Description
|
|||||
1 | .1* | | Form of Underwriting Agreement (including form of Lock-up Agreement) | |||
3 | .1* | | Certificate of Limited Partnership of Tesoro Logistics LP | |||
3 | .2* | | Form of First Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP (included as Appendix A to the Prospectus) | |||
3 | .3* | | Certificate of Formation of Tesoro Logistics GP, LLC | |||
3 | .4* | | Form of Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC | |||
5 | .1* | | Opinion of Latham & Watkins, LLP as to the legality of the securities being registered | |||
8 | .1* | | Opinion of Latham & Watkins, LLP relating to tax matters | |||
10 | .1* | | Form of Credit Agreement | |||
10 | .2* | | Form of Contribution, Conveyance and Assumption Agreement | |||
10 | .3*# | | Form of Tesoro Logistics LP 2011 Long-Term Incentive Plan | |||
10 | .4* | | Form of Omnibus Agreement | |||
10 | .5* | | Form of Operational Services Agreement | |||
10 | .6* | | Form of Transportation Services Agreement (High Plains Pipeline System) | |||
10 | .7* | | Form of Trucking Transportation Services Agreement | |||
10 | .8* | | Form of Master Terminalling Services Agreement | |||
10 | .9* | | Form of Transportation Services Agreement (SLC Short Haul Pipelines) | |||
10 | .10* | | Form of Salt Lake City Storage and Transportation Services Agreement | |||
10 | .11* | | Employment Agreement of Gregory J. Goff | |||
10 | .12* | | Employment Agreement of Charles S. Parrish | |||
10 | .13* | | Management Stability Agreement of Phillip M. Anderson | |||
10 | .14* | | Management Stability Agreement of G. Scott Spendlove | |||
10 | .15* | | Management Stability Agreement of Ralph J. Grimmer | |||
10 | .16*# | | Tesoro Logistics LP 2011 Non-Employee Director Compensation Program | |||
10 | .17*# | | Form of Tesoro Logistics LP 2011 Long-Term Incentive Plan Phantom Unit Award (Employee time-vesting award) | |||
10 | .18*# | | Form of Tesoro Logistics LP 2011 Long-Term Incentive Plan Phantom Unit Award (Non-employee director award) | |||
10 | .19 | | Form of Terminal Sublease between Tesoro Alaska Company as Landlord and Tesoro Alaska Logistics LLC as Tenant | |||
21 | .1* | | List of Subsidiaries of Tesoro Logistics LP | |||
23 | .1* | | Consent of Ernst & Young LLP | |||
23 | .2* | | Consent of Latham & Watkins, LLP (contained in Exhibit 5.1) | |||
23 | .3* | | Consent of Latham & Watkins, LLP (contained in Exhibit 8.1) | |||
24 | .1* | | Powers of Attorney (contained on the signature page to this Registration Statement) |
* | Previously filed. | |
# | Compensatory plan or arrangement | |
| Confidential status has been requested for certain portions thereof pursuant to a Confidential Treatment Request. Such provisions have been separately filed with the Securities and Exchange Commission. |
II-2
Item 17. | Undertakings |
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting
agreement certificates in such denominations and registered in
such names as required by the underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) The undersigned registrant undertakes to send to each
common unitholder, at least on an annual basis, a detailed
statement of any transactions with Tesoro or its subsidiaries
(including the registrants general partner) and of fees,
commissions, compensation and other benefits paid, or accrued to
Tesoro or its subsidiaries (including the registrants
general partner) for the fiscal year completed, showing the
amount paid or accrued to each recipient and the services
performed.
(4) The registrant undertakes to provide to the common
unitholders the financial statements required by
Form 10-K
for the first full fiscal year of operations of the company.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Registration
Statement
(No. 333-171525)
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on
April 18, 2011.
Tesoro Logistics LP
By: |
Tesoro Logistics GP, LLC its General Partner |
|
By: |
/s/ Gregory
J. Goff
|
Gregory J. Goff
Chairman of the Board of Directors and
Chief Executive Officer
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement
(No. 333-171525)
has been signed below by the following persons in the capacities
indicated on April 18, 2011.
Signature
|
Title
|
|||
/s/ Gregory
J. Goff Gregory J. Goff |
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) |
|||
/s/ G.
Scott Spendlove G. Scott Spendlove |
Director, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|||
/s/ Phillip
M. Anderson Phillip M. Anderson |
Director and President | |||
/s/ Charles
S. Parrish Charles S. Parrish |
Director, Vice President, General Counsel and Secretary | |||
Raymond J. Bromark |
Director |
II-4
EXHIBIT INDEX
Exhibit |
||||||
Number
|
Description
|
|||||
1 | .1* | | Form of Underwriting Agreement (including form of Lock-up Agreement) | |||
3 | .1* | | Certificate of Limited Partnership of Tesoro Logistics LP | |||
3 | .2* | | Form of First Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP (included as Appendix A to the Prospectus) | |||
3 | .3* | | Certificate of Formation of Tesoro Logistics GP, LLC | |||
3 | .4* | | Form of Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC | |||
5 | .1* | | Opinion of Latham & Watkins, LLP as to the legality of the securities being registered | |||
8 | .1* | | Opinion of Latham & Watkins, LLP relating to tax matters | |||
10 | .1* | | Form of Credit Agreement | |||
10 | .2* | | Form of Contribution, Conveyance and Assumption Agreement | |||
10 | .3*# | | Form of Tesoro Logistics LP 2011 Long-Term Incentive Plan | |||
10 | .4* | | Form of Omnibus Agreement | |||
10 | .5* | | Form of Operational Services Agreement | |||
10 | .6* | | Form of Transportation Services Agreement (High Plains Pipeline System) | |||
10 | .7* | | Form of Trucking Transportation Services Agreement | |||
10 | .8* | | Form of Master Terminalling Services Agreement | |||
10 | .9* | | Form of Transportation Services Agreement (SLC Short Haul Pipelines) | |||
10 | .10* | | Form of Salt Lake City Storage and Transportation Services Agreement | |||
10 | .11* | | Employment Agreement of Gregory J. Goff | |||
10 | .12* | | Employment Agreement of Charles D. Parrish | |||
10 | .13* | | Management Stability Agreement of Phillip M. Anderson | |||
10 | .14* | | Management Stability Agreement of G. Scott Spendlove | |||
10 | .15* | | Management Stability Agreement of Ralph J. Grimmer | |||
10 | .16*# | | Tesoro Logistics LP 2011 Non-Employee Director Compensation Program | |||
10 | .17*# | | Form of Tesoro Logistics LP 2011 Long-Term Incentive Plan Phantom Unit Award (Employee time-vesting award) | |||
10 | .18*# | | Form of Tesoro Logistics LP 2011 Long-Term Incentive Plan Phantom Unit Award (Non-employee director award) | |||
10 | .19 | | Form of Terminal Sublease between Tesoro Alaska Company as Landlord and Tesoro Alaska Logistics LLC as Tenant | |||
21 | .1* | | List of Subsidiaries of Tesoro Logistics LP | |||
23 | .1* | | Consent of Ernst & Young LLP | |||
23 | .2* | | Consent of Latham & Watkins, LLP (contained in Exhibit 5.1) | |||
23 | .3* | | Consent of Latham & Watkins, LLP (contained in Exhibit 8.1) | |||
24 | .1* | | Powers of Attorney (contained on the signature page to this Registration Statement) |
* | Previously filed. | |
# | Compensatory plan or arrangement | |
| Confidential status has been requested for certain portions thereof pursuant to a Confidential Treatment Request. Such provisions have been separately filed with the Securities and Exchange Commission. |