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) September 24, 2018
ANDEAVOR LOGISTICS LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-35143 | 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) |
Registrant’s telephone number, including area code: (210) 626-6000
(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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On October 1, 2018, Marathon Petroleum Corporation (“MPC”), a Delaware corporation, completed its acquisition of Andeavor through the merger of MPC’s wholly owned subsidiary, Mahi Inc., with and into Andeavor (the “First Merger”), with Andeavor surviving the First Merger as a wholly owned subsidiary of MPC, and the subsequent merger of Andeavor with and into MPC’s wholly owned subsidiary, Andeavor LLC (f/k/a Mahi LLC) (the “Second Merger” and together with the First Merger, the “Merger”), with Andeavor LLC surviving the Second Merger as a wholly owned subsidiary of MPC. In the Merger, Andeavor stockholders will receive approximately $3.5 billion in cash and approximately 240 million shares of MPC common stock, par value $0.01 per share.
Following the Merger, MPC is the beneficial owner of approximately 156 million common units representing limited partnership interests (“Common Units”) in Andeavor Logistics LP (the “Company”) out of approximately 245 million common units outstanding as of October 1, 2018, representing an approximate 63.6% limited partner interest. MPC is also the beneficial owner of 100% of the equity interests of Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Company (the “General Partner”).
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignations and Appointments
On September 26, 2018, Raymond J. Bromark notified the Board of Directors of the General Partner (the “Board”), that he would resign as a member of the Board, effective September 27, 2018, including any committees of the Board on which he serves. Mr. Bromark’s resignation is not due to any disagreement with the Company, its management or the Board on any matter relating to its operations, policies or practices.
Effective October 1, 2018, in connection with the Merger, Steven M. Sterin, Jeff A. Stevens and Michael E. Wiley resigned as members of the Board. The resignations of these individuals are not due to any disagreement with the Company, its management or the Board on any matter relating to its operations, policies or practices.
Gregory J. Goff, Sigmund L. Cornelius, Ruth I. Dreessen and James H. Lamanna will continue to serve on the Board.
Effective October 1, 2018, following the closing of the Merger, the members of the General Partner entered into an amendment to the Third Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC and increased the size of the Board to ten members. Gary R. Heminger, Donald C. Templin, Timothy T. Griffith, Pamela K. M. Beall, Frank M. Semple and Michael J. Hennigan were appointed as members of the Board. Messrs. Heminger, Templin, Griffith and Hennigan and Ms. Beall are compensated by MPC for their service as officers of MPC or MPLX and will not receive any additional compensation for their service on the Board. Mr. Semple is expected to be appointed as a member of a board observer committee at the Company, the members of which will attend various meetings of the MPC board of directors to enable them to provide relevant insight to the General Partner’s Board respecting MPC’s enterprise-wide strategy and other matters of interest to the Company. Mr. Semple will receive compensation from the Company for such service in amounts to be determined at a later date.
Officer Resignations and Appointments
Effective October 1, 2018, concurrent with the closing of the Merger, the Board removed Gregory J. Goff, Steven M. Sterin, and Kim K.W. Rucker, as officers of the General Partner.
Effective October 1, 2018, following the closing of the Merger, the Board appointed Gary R. Heminger as Chief Executive Officer of the General Partner. In satisfaction of the disclosure required by Items 401(b) and 401(e) of Regulation S-K with respect to Mr. Heminger, the section of MPC’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on February 28, 2018, entitled “Executive and Corporate Officers of the Registrant” is incorporated by reference herein.
Effective October 1, 2018, following the closing of the Merger, the Board appointed Don J. Sorensen, as President of the General Partner. Mr. Sorensen, 51, served as Senior Vice President, Operations of the General Partner since April 2016, having served as Vice President, Operations since January 2015. He also served as Senior Vice President, Logistics of a subsidiary of Andeavor since January 2015 and previously served as its Vice President, Integration beginning in August 2012. Mr. Sorensen also previously served as Vice President of Andeavor’s Anacortes refinery from 2007 to 2012.
Effective October 1, 2018, following the closing of the Merger, the Board appointed Andrew Woodward, 35, as Vice President, Finance (principal financial officer) of the General Partner. Prior to this appointment, Mr. Woodward served as Senior Director of ANDX Finance and Investor Relations, acting as Chief Financial Officer, Logistics for a subsidiary of Andeavor since 2017. He started his career at Andeavor in 2015, serving as Senior Director, Corporate Development where he led finance, valuation, structuring and economic analysis on corporate and asset transactions. Prior to joining Andeavor, Mr. Woodward served as Vice President, Midstream at RBC Capital Markets within its energy investment banking group. Mr. Woodward received a Master of Business Administration degree from the University of Texas in Austin and a Bachelor of Arts degree in Economics and Philosophy from Colorado College.
Blane W. Peery will continue to serve as principal accounting officer of the General Partner.
Messrs. Heminger, Sorensen, Woodward and Peery receive an annual base salary from MPC and are eligible to participate in MPC’s or Andeavor’s legacy annual cash bonus program and long-term incentive compensation plans, as well as other benefit plans and programs such as health and life insurance, income protection by means of long-term and short-term disability and retirement and severance benefits plans. They are also eligible to participate in the Company’s long-term incentive compensation plan.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective October 1, 2018, Section 2 of the Company’s Certificate of Limited Partnership, as amended, and Article 2.3 of the Company’s Third Amended and Restated Agreement of Limited Partnership were amended to change the Company’s registered agent to The Corporation Trust Company and its registered office to 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. Article 2.3 of the Company’s Third Amended and Restated Agreement of Limited Partnership was also amended to change its principal place of business to 200 East Hardin Street, Findlay, Ohio 45840. The Company’s Certificate of Amendment to the Certificate of Limited Partnership and the First Amendment to the Third Amended and Restated Agreement of Limited Partnership, in each case dated October 1, 2018, are filed as Exhibits 3.1 and 3.2 hereto. The General Partner’s Certificate of Amendment to the Certificate of Formation and Amendment to the Third Amended and Restated Limited Liability Company Agreement, in each case dated October 1, 2018, are filed as Exhibits 3.3 and 3.4 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K.
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.
| Andeavor Logistics LP | ||||||
| By: | Tesoro Logistics GP, LLC | |||||
| its general partner | ||||||
| Date: October 2, 2018 | By: |
/s/ Molly R. Benson |
||||
| Name: Molly R. Benson | ||||||
| Title: Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF LIMITED PARTNERSHIP
OF
ANDEAVOR LOGISTICS LP
The undersigned, desiring to amend the Certificate of Limited Partnership of Andeavor Logistics LP, a Delaware limited partnership (the “ Partnership ”), dated December 3, 2010, as amended by the Certificate of Amendment thereto, dated July 28, 2017 (as so amended to date, the “Certificate of Limited Partnership”) pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, (the “ Act ”) does hereby certify as follows:
FIRST: The name of the Partnership is Andeavor Logistics LP.
SECOND: Article 2 of the Certificate of Limited Partnership is hereby amended and restated in its entirety as follows:
“2. Registered Office; Registered Agent . The address of the registered office required to be maintained by Section 17-104 of the Act is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
New Castle County
The name and address of the registered agent for service of process required to be maintained by Section 17-104 of the Act is:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
New Castle County”
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment to the Certificate of Limited Partnership of Andeavor Logistics LP on this 1 st day of October, 2018.
| TESORO LOGISTICS GP, LLC, | ||
| its general partner | ||
| By: |
/s/ Molly R. Benson |
|
| Name: Molly R. Benson | ||
| Title: Authorized Person | ||
Exhibit 3.2
FIRST AMENDMENT
TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ANDEAVOR LOGISTICS LP
This First Amendment (this “ Amendment ”) to the THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP, a Delaware limited partnership (the “ Partnership ”), dated effective as of December 1, 2017 (the “ Partnership Agreement ”), is entered into as of October 1, 2018 by the Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meanings given to such terms in the LLC Agreement.
WHEREAS, the General Partner desires to amend the Partnership Agreement to, reflect the change in location of the principal place of business of the Partnership, the registered agent of the Partnership and the registered office of the Partnership; and
WHEREAS, in accordance with Section 13.1(a) of the Partnership Agreement, the General Partner is authorized to make such changes without the approval of any Partner, and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith.
NOW, THEREFORE, in consideration of the premises set forth above, the General Partner hereby amends the Partnership Agreement as follows:
Section 1 Amendments .
The following Section 2.3 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:
“Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices
Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19808, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Partnership shall be located at 200 East Hardin Street, Findlay, Ohio 45840, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be 200 East Hardin Street, Findlay, Ohio 45840, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.”
Section 2 Ratification of Partnership Agreement . Except as hereby amended, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.
Section 3 Applicable Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to any internal principles of conflicts of laws that would result in the application of the laws of another jurisdiction.
Section 4 Invalidity of Provisions . If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of Andeavor Logistics LP to be effective as of the date first written above.
| GENERAL PARTNER | ||
| TESORO LOGISTICS GP, LLC | ||
| By |
_/s/ Gary R. Heminger |
|
| Name: Gary R. Heminger | ||
| Title: Chief Executive Officer | ||
Exhibit 3.3
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF FORMATION
OF
TESORO LOGISTICS GP, LLC
The undersigned, desiring to amend the Certificate of Formation of Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ Company ”), dated December 3, 2010 (the “Certificate of Formation”) pursuant to Section 18-202 of the Delaware Limited Liability Company Act (the “ Act ”) does hereby certify that:
1. The name of the limited liability company is Tesoro Logistics GP, LLC.
2. The Certificate of Formation is hereby amended by deleting Section 2 thereof in its entirety and inserting the following in lieu thereof:
“2. Registered Office; Registered Agent . The address of the registered office required to be maintained by Section 18-104 of the Act is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
New Castle County
The name and address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
New Castle County”
[ Signature Page Follows ]
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment to the Certificate of Formation as of this 1 st day of October, 2018.
| By: |
/s/ Molly R. Benson |
|
| Name: Molly R. Benson | ||
| Title: Authorized Person | ||
Exhibit 3.4
AMENDMENT TO
THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEEMNT
OF TESORO LOGISTICS GP, LLC
This AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC (this “ Amendment ), is made and entered into by and among Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”), Western Refining Southwest, Inc., a Delaware limited liability company (“ WRSI ”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”), and Tesoro Alaska Company LLC, a Delaware limited liability company (“ TAC ”), effective as of October 1, 2018 (the “ Effective Date ”).
RECITALS
WHEREAS, the General Partner, WRSI, TRMC and TAC now desire to amend the Third Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC (the “ LLC Agreement ”) as set forth below.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the parties agree as follows:
1. Amendment . The parties hereby agree to amend the LLC Agreement as follows:
(a) The following new definitions shall be added to the LLC Agreement:
i. “‘ Marathon Petroleum Corporation’ or ‘ MPC ’ shall mean Marathon Petroleum Corporation, a Delaware corporation.”
ii. “‘ Marathon Entities ’ means MPC and its Affiliates (other than the Company and the Partnership Group).”
(b) The definition “Andeavor Entities” shall be removed from the LLC Agreement in its entirety.
(c) Each instance of “Andeavor Entities” in the LLC Agreement shall be replaced with “Marathon Entities.”
(d) Section 7.2 shall be removed and replaced in its entirety with the following:
“7.2 Number; Removal and Vacancies .
(a) Number. The number of Directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by the Members representing a Majority Interest. A Director need not be a Member. Each Director shall be elected or approved by Members representing a Majority Interest and shall serve as a Director of the Company until his or her successor is duly elected and qualified (or his or her earlier death, resignation or removal from office).
1
(b) Removal. Any Director or the entire Board may be removed at any time, with or without cause, by the Members representing a Majority Interest.
(c) Vacancies. Vacancies and newly created directorships resulting from any increase in the number of Directors shall be filled by the appointment of the Members representing a Majority Interest. Any Director so appointed shall hold office until his or her successor shall be duly elected and qualified (or his or her earlier death, resignation or removal from office).
(d) Retirement. No Person shall serve as a Director if such Person has attained the age of 73; provided, however, that any Director who also serves on the board of directors of MPC or any of its Affiliates (other than a Group Member) may serve on the Board through the later of the date that such Director attains the age of 73 and the retirement date imposed by MPC or such Affiliate.”
(e) Section 7.9 shall be removed in its entirety and replaced with the following:
“7.9 Reserved. ”
(f) Section 8.4 shall be amended by appending the following sentence to the end thereof: “The Chief Executive Officer shall have the power to appoint and remove all subordinate officers and agents of the Company to the extent such subordinate officers and agents have not been appointed by the Board.”
2. Limited Amendment . Except as hereby amended, all of the terms and conditions of the LLC Agreement shall remain in full force and effect.
3. Governing Law, Construction . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to any internal principles of conflicts of laws that would result in the application of the laws of another jurisdiction. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
[ Signature Pages Follow ]
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment to the Third Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC effective as of the first date written above.
| THE GENERAL PARTNER: | ||
| TESORO LOGISTICS GP, LLC | ||
| By: |
/s/ Gary. R. Heminger |
|
| Gary R. Heminger | ||
| Chief Executive Officer | ||
| MEMBERS: | ||
| WESTERN REFINING SOUTHWEST, INC. | ||
| By: |
/s/ Timothy T. Griffith |
|
| Timothy T. Griffith | ||
| Vice President | ||
| TESORO ALASKA COMPANY LLC | ||
| By: |
/s/ Gary R. Heminger |
|
| Gary R. Heminger | ||
| Chief Executive Officer | ||
| TESORO REFINING & MARKETING COMPANY LLC | ||
| By: |
/s/ Timothy T. Griffith |
|
| Timothy T. Griffith | ||
| Vice President | ||
[ Signature Page to Amendment ]