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Form 8-K TESORO LOGISTICS LP For: Jul 23

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July 23, 2015 4:37 PM EDT



 
 
 
 
 

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): July 23, 2015
TESORO LOGISTICS LP
(Exact name of registrant as specified in its charter)

Delaware
 
 1-35143
 
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 7.01
 
Regulation FD Disclosure.

On July 23, 2015, Tesoro Logistics LP (the “Partnership”) issued a press release (the “Press Release”) announcing the declaration of its quarterly distribution. A copy of the Partnership’s Press Release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.

In accordance with Treasury Regulation 1.1446-4(d), a qualified notice was issued to the New York Stock Exchange indicating that this distribution represents income effectively connected with a U.S. business (ECI) and that all nominees are responsible for withholding 35% of the fiscal 2015 second quarter distribution to foreign investors (nonresident aliens, foreign corporations, foreign trusts and foreign estates) as required under Section 1446 of the Internal Revenue Code.

The information above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K.  Accordingly, the information in Item 7.01 of this Current Report, including the Press Release, will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01
 
Financial Statements and Exhibits.
(d) Exhibits.
99.1
 
Press release of the Partnership issued on July 23, 2015, announcing the declaration of its quarterly distribution.


2



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: July 23, 2015
 
TESORO LOGISTICS LP
 
By:
Tesoro Logistics GP, LLC
 
 
Its general partner
 
 
 
 
By:
/s/ STEVEN M. STERIN
 
 
Steven M. Sterin
 
 
Vice President and Chief Financial Officer



3



Index to Exhibits

Exhibit
Number
 
Description of the Exhibit
 
 
 
99.1
 
Press release of the Partnership issued on July 23, 2015, announcing the declaration of its quarterly distribution.


4
Exhibit 99.1


    

Tesoro Logistics LP Announces Quarterly Distribution


SAN ANTONIO - July 23, 2015 - Tesoro Logistics LP (NYSE: TLLP) (“TLLP”) today announced the declaration of its quarterly cash distribution for the second quarter 2015 of $0.7225 per limited partnership unit, or $2.89 on an annualized basis. This distribution represents a 4% increase over the quarterly distribution of $0.6950 per unit ($2.78 per unit on an annualized basis) paid in May 2015. The second quarter distribution will be paid August 14, 2015, to all unitholders of record as of August 3, 2015. The distribution will also be paid to the approximately 7 million new units issued in connection with the successful completion of the merger of QEP Midstream Partners, LP into TLLP. In the prior four quarters, TLLP has increased its distribution to limited partners by 17%.

About Tesoro Logistics LP
Tesoro Logistics LP is a leading full-service logistics company operating primarily in the western and mid-continent regions of the United States. TLLP owns and operates a network of over 3,500 miles of crude oil, refined products and natural gas pipelines. TLLP also owns and operates 28 crude oil and refined products truck and marine terminals and has over 9 million barrels of storage capacity. In addition, TLLP owns and operates four natural gas processing complexes and one fractionation facility. TLLP is a fee-based, growth oriented Delaware limited partnership formed by Tesoro Corporation and is headquartered in San Antonio, Texas.

This release contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, concerning the timing of our cash distribution. For more information concerning factors that could affect these statements see our annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. We undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date hereof.

This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100 percent of Tesoro Logistics LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of Tesoro Logistics LP’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals or corporations, as applicable. Nominees, and not Tesoro Logistics LP, are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors.

Contact:
Investors:
Evan Barbosa, Investor Relations Manager, (210) 626-7202

Media:
Tesoro Media Relations, [email protected], (210) 626-7702



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