SC 13D/A 1 d418819dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

 

Andeavor Logistics LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

88160T107

(CUSIP Number)

Francis J. Aquila

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

(212) 558-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2017

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

CUSIP No: 88160T107

 

  1   

Names of reporting persons.

 

Andeavor

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

27-4151603

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds

 

AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

15,620,925

     8   

Shared voting power

 

18,434,1171

     9   

Sole dispositive power

 

15,620,9251

   10   

Shared dispositive power

 

18,434,1171

11  

Aggregate amount beneficially owned by each reporting person

 

34,055,0421

12  

Check box if the aggregate amount in Row (11) excludes certain shares ☐

 

13  

Percent of class represented by amount in Row (11)

 

31.5%

14  

Type of reporting person

 

CO

 

1. The Reporting Person may also be deemed to be the indirect beneficial owner of the 2.0% general partner interest in Andeavor Logistics LP (the “Issuer”).
2. Based upon approximately 108,002,273 common units representing limited partner interests (“Common Units”) of the Issuer issued and outstanding as of August 4, 2017, with such figure provided to the Reporting Persons by the Issuer.

CUSIP No: 88160T107

 

  1   

Names of reporting persons.

 

Tesoro Refining & Marketing Company LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

76-0489496

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

0

     8   

Shared voting power

 

8,219,0021

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

8,219,0021

11  

Aggregate amount beneficially owned by each reporting person

 

8,219,0021

12  

Check box if the aggregate amount in Row (11) excludes certain shares ☐

 

13  

Percent of class represented by amount in Row (11)

 

7.6%2

14  

Type of reporting person

 

OO

 

1. Includes 151,021 Common Units held indirectly through the Reporting Person’s wholly-owned subsidiary Carson Cogeneration Company. The Reporting Person may also be deemed to be the indirect beneficial owner of the 2.0% general partner interest in the Issuer.
2. Based upon approximately 108,002,273 Common Units of the Issuer issued and outstanding as of August 4, 2017, with such figure provided to the Reporting Persons by the Issuer.

CUSIP No: 88160T107

 

  1   

Names of reporting persons.

 

Tesoro Alaska Company LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

74-1646130

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds

 

AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

0

     8   

Shared voting power

 

571,065

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

571,065

11  

Aggregate amount beneficially owned by each reporting person

 

571,065

12  

Check box if the aggregate amount in Row (11) excludes certain shares ☐

 

13  

Percent of class represented by amount in Row (11)

 

0.5%1

14  

Type of reporting person

 

OO

 

1. Based upon approximately 108,002,273 Common Units of the Issuer issued and outstanding as of August 4, 2017, with such figure provided to the Reporting Persons by the Issuer.

CUSIP No: 88160T107

 

  1   

Names of reporting persons.

 

Tesoro Logistics GP, LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

27-4151395

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☒

 

  3  

SEC use only

 

  4  

Source of funds

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

0

     8   

Shared voting power

 

9,644,0501

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

9,644,0501

11  

Aggregate amount beneficially owned by each reporting person

 

9,644,0501

12  

Check box if the aggregate amount in Row (11) excludes certain shares ☐

 

13  

Percent of class represented by amount in Row (11)

 

8.9%2

14  

Type of reporting person

 

OO

 

1. The Reporting Person, sole general partner of the Issuer, also owns 2,202,880 general partner units representing a 2.0% general partner interest in the Issuer, as well as incentive distribution rights in the Issuer, entitling the Reporting Person to receive increasing percentages of quarterly distributions in excess of specified amounts.
2. Based upon approximately 108,002,273 Common Units of the Issuer issued and outstanding as of August 4, 2017, with such figure provided to the Reporting Persons by the Issuer.

Explanatory Note: This Amendment No. 10 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by Andeavor (“Andeavor”), Tesoro Refining & Marketing Company LLC (“TRMC”), Tesoro Alaska Company LLC (“Tesoro Alaska”) and Tesoro Logistics GP, LLC (the “General Partner” and, collectively with Andeavor, TRMC and Tesoro Alaska, the “Reporting Persons”) on September 24, 2012, as amended on June 3, 2013, December 9, 2013, May 20, 2014, October 24, 2014, November 13, 2015, July 8, 2016, September 22, 2016, April 17, 2017, and July 20, 2017 (the “Initial Statement”). The Initial Statement shall not be modified except as specifically provided herein.

Item 4. Purpose of the Transaction.

Item 4 of the Initial Statement is hereby amended and supplemented as follows:

On August 8, 2017, management of Andeavor announced that, in connection with the previously announced proposal by the Issuer to acquire all of the outstanding common units of Western Refining Logistics, Inc. (“WNRL”), an affiliate of the Issuer (such transaction, the “Proposed Acquisition”), Andeavor and the Issuer have considered their options with respect to treatment of the Issuer’s incentive distribution rights and prefer to pursue a buy-in of the Issuer’s incentive distribution rights in exchange for common units of the Issuer (the “Proposed IDR Buy-In,” and, together with the Proposed Acquisition, the “Proposed Transactions”).

The Proposed Transactions require approval of the board of directors of Andeavor (the “Andeavor Board”), the board of directors of the general partner of WNRL (the “WNRL Board”) and the board of directors of the general partner of the Issuer (the “Issuer Board”), as well as the conflicts committees of both the WNRL Board and the Issuer Board.

The Reporting Persons do not intend to disclose developments with respect to the foregoing unless and until the Andeavor Board, the WNRL Board and the Issuer Board have approved a specific transaction, if any, except as may be required by law. The foregoing is not intended to limit the matters previously disclosed in Item 4 of this Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2017

 

ANDEAVOR
By:  

/s/ Kim K.W. Rucker

Kim K.W. Rucker
Executive Vice President, General Counsel and Secretary
TESORO REFINING & MARKETING COMPANY LLC
By:  

/s/ Kim K.W. Rucker

Kim K.W. Rucker
Executive Vice President
TESORO ALASKA COMPANY LLC
By:  

/s/ Kim K.W. Rucker

Kim K.W. Rucker
Executive Vice President and General Counsel
TESORO LOGISTICS GP, LLC
By:  

/s/ Kim K.W. Rucker

Kim K.W. Rucker
Executive Vice President and General Counsel