Item 1.01
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Entry into a Material Definitive Agreement
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The Notes and the Indenture
On December 2, 2016, Tesoro Logistics LP (the Partnership), a consolidated subsidiary of Tesoro Corporation (the Company) and
whose general partner, Tesoro Logistics GP, LLC, is a wholly-owned subsidiary of the Company, and its wholly-owned subsidiary Tesoro Logistics Finance Corp. (together with the Partnership, the Issuers) closed their previously announced
offering (the Offering) of $750 million aggregate principal amount of 5.25% Senior Notes due 2025 (the Notes). The Offering was made pursuant to the Partnerships registration statement on Form S-3 (Registration
No. 333-214826), which became automatically effective upon filing on November 29, 2016 (the Registration Statement).
The Notes were
issued pursuant to an Indenture, dated December 2, 2016 (the Indenture), among the Issuers, the guarantors named therein (the Guarantors) and U.S. Bank National Association, as trustee. The Indenture contains customary
terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on, among other things, making investments, incurring additional indebtedness or issuing preferred units, paying
dividends or making distributions on units or redeeming or repurchasing subordinated debt, creating liens, incurring dividend or other payment restrictions affecting subsidiaries, selling assets, merging or consolidating with other entities and
entering into transactions with affiliates.
The Notes accrue interest at a rate per annum equal to 5.25% and will mature on January 15, 2025.
Interest on the Notes is payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2017. On or after January 15, 2021, the Issuers may on any one or more occasions redeem some or all of the Notes at a
purchase price equal to 102.625% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date, if any, such optional redemption price decreasing to 101.313% on or after January 15, 2022 and 100.000% on or after
January 15, 2023. Prior to January 15, 2020, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes with an amount not to exceed the net proceeds of certain equity offerings at 105.250%
of the aggregate principal amount thereof, plus accrued and unpaid interest to the redemption date, if any. Prior to January 15, 2021, the Issuers may redeem some or all of the Notes at a make-whole price plus accrued and unpaid interest to the
redemption date, if any. If a change of control triggering event occurs, the Issuers must offer to purchase for cash the Notes at a purchase price equal to 101% of the principal amount of the Notes (or such higher amount, as the Issuers may
determine), plus accrued and unpaid interest to the redemption date, if any.
The Notes are general senior unsecured obligations of the Issuers and are
equal in right of payment with all of the Issuers existing and future senior indebtedness, including amounts outstanding under the Partnerships existing notes and the Partnerships credit facilities. The Notes are senior to any
future subordinated indebtedness the Issuers may incur. The Notes are effectively junior to all of the Issuers existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, including amounts
outstanding under the Partnerships credit facilities. The Notes are guaranteed (the Guarantees) on a senior unsecured basis by substantially all of the Partnerships existing and future domestic subsidiaries (except for
Finance Corp.) that guarantee other specified indebtedness. The Guarantees are equal in right of payment with the existing and future senior indebtedness of the Guarantors and rank senior to any future subordinated indebtedness the Guarantors may
incur. The Guarantees are effectively junior to all existing and future secured indebtedness of the Guarantors to the extent of the value of the collateral securing such indebtedness. The Notes and the Guarantees are structurally junior to the
indebtedness and other liabilities of any non-Guarantor subsidiaries of the Partnership.
The foregoing descriptions of the Indenture and the Notes do not
purport to be complete and are qualified in their entirety by reference to the full text of the Indenture (including the form of note attached thereto), which is filed as Exhibit 4.1 hereto and is incorporated by reference herein and is incorporated
by reference in its entirety into the Registration Statement.