Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - ANDEAVOR | exhibit101amendmentno2totl.htm |
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) August 16, 2012
Tesoro Corporation
(Exact name of registrant as specified in its charter)
Delaware | 1-3473 | 95-0862768 | ||
(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 1.01 | Entry into a Material Definitive Agreement. | |
On August 17, 2012, Tesoro Logistics LP (“TLLP”) entered into the second amendment (the “Second Amendment”) to its senior secured revolving credit agreement (the “TLLP Revolving Credit Agreement”) dated April 26, 2011, with Bank of America, N.A., as administrative agent, and a syndicate of banks and financial institutions as lenders. The TLLP Revolving Credit Agreement, as amended by the Second Amendment, is scheduled to mature on April 25, 2014. The TLLP Revolving Credit Agreement was amended to revise the interest coverage and leverage ratios that it requires TLLP to maintain. Under the financial covenants contained in the TLLP Revolving Credit Agreement, as amended, TLLP cannot:
• | permit the ratio of its consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) to its consolidated interest charges as of the end of any fiscal quarter (the “Consolidated Interest Coverage Ratio”), for the immediately preceding four quarter period, to be less than 2.50 to 1.00; |
• | permit the ratio of its consolidated funded debt to its consolidated EBITDA as of the end of any fiscal quarter (the “Consolidated Leverage Ratio”), for the immediately preceding four quarter period, to be greater than 4.50 to 1.00 during a temporary period from the date of consummation of certain acquisitions (as described in the TLLP Revolving Credit Agreement) until the last day of the third consecutive quarter following such acquisitions, and greater than 4.00 to 1.00 at all other times, unless we have consummated an issuance of unsecured indebtedness (a “Qualified Notes Offering”) resulting in gross proceeds of at least $200 million and meeting certain other requirements (as described in the TLLP Revolving Credit Agreement), in which case the ratio cannot be greater than 5.00 to 1.00; or |
• | upon and after the consummation of a Qualified Notes Offering, permit the ratio of its consolidated funded senior secured debt to its consolidated EBITDA as of the end of any fiscal quarter (the “Consolidated Senior Secured Leverage Ratio”), for the immediately preceding four quarter period, to be greater than 3.50 to 1.00. |
The Second Amendment:
• | reduced the Consolidated Interest Coverage Ratio from 3.00 to 1.00 to 2.50 to 1.00; |
• | revised the Consolidated Leverage Ratio such that it would increase to 5.00 to 1.00 upon a Qualified Notes Offering; and |
• | added a Consolidated Senior Secured Leverage Ratio requirement, which did not exist under the TLLP Revolving Credit Agreement prior to the Second Amendment. |
The foregoing description is not complete and is qualified in its entirety by reference to the full Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02 | Termination of a Material Definitive Agreement. | |
On August 16, 2012, Tesoro Panama Company, S.A. (“TPSA”), a directly and wholly-owned subsidiary of Tesoro Corporation provided BNP Paribas, as administrative and syndicating agent, with a termination notice with respect to the amended and restated uncommitted revolving credit agreement dated October 11, 2011 (the “TPSA Revolving Credit Agreement”). TPSA had no borrowings under the TPSA Revolving Credit Agreement at the time of its termination. No early termination penalties were incurred by TPSA as a result of the termination.
Item 9.01 | Financial Statements and Exhibits. | |
(d) Exhibits.
10.1 Amendment No. 2 to TLLP Revolving Credit Agreement, dated as of August 17, 2012.
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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: August 22, 2012
TESORO CORPORATION | ||||
By: | /s/ G. SCOTT SPENDLOVE | |||
G. Scott Spendlove | ||||
Senior Vice President and Chief Financial Officer | ||||
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Index to Exhibits
Exhibit Number | Description of Exhibit | |
10.1 | Amendment No. 2 to TLLP Revolving Credit Agreement, dated as of August 17, 2012. | |
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