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) October 17, 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.) |
||
| 200 East Hardin Street, Findlay, Ohio | 45840 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (419) 421-2414
(Former name or former address, if changed since last report.)
19100 Ridgewood Pkwy
San Antonio, Texas
78259-1828
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 17, 2018, Andeavor Logistics LP (the “Partnership”) filed an Amended and Restated Certificate of Limited Partnership, which restates and integrates prior amendments into a single document, but does not further amend, the Partnership’s Certificate of Limited Partnership, as amended, other than to reflect the mailing address of the Partnership’s General Partner, Tesoro Logistics GP, LLC, as 200 East Hardin Street, Findlay, Ohio 45840. The Amended and Restated Certificate of Limited Partnership is filed as Exhibit 3.1 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.
| 3.1 | Amended and Restated Certificate of Limited Partnership of Andeavor Logistics LP, dated October 17, 2018 |
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 |
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| Date: October 29, 2018 | By: |
/s/ Molly R. Benson |
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| Name: Molly R. Benson | ||||||
|
Title: Vice President, Chief Securities, Governance &
Compliance Officer and Corporate Secretary |
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Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP
OF
ANDEAVOR LOGISTICS LP
This Amended and Restated Certificate of Limited Partnership of Andeavor Logistics LP, a Delaware limited partnership (the “ Partnership ”), dated October 17, 2018, has been duly executed and is filed pursuant to Section 17-210 of the Delaware Revised Uniform Limited Partnership Act (the “ Act ”), and amends and restates the Certificate of Limited Partnership of the Partnership, as amended (the “ Certificate ”) in its entirety, as hereinafter set forth, which Certificate was originally filed in the office of the Secretary of State of the State of Delaware on December 3, 2010 under the name “Tesoro Logistics LP” and amended by the Certificate of Amendment thereto, dated July 28, 2017, and amended by the Certificate of Amendment thereto, dated October 1, 2018.
The undersigned, being the only general partner of the Partnership, does hereby certify that the Certificate is hereby amended and restated in its entirety as follows:
| 1. |
Name . The Name of the Partnership is “Andeavor Logistics LP”. |
| 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
| 3. |
General Partner . The name and mailing address of the general partner of the Partnership are: |
Tesoro Logistics GP, LLC
200 East Hardin Street
Findlay, Ohio 45840
[ Signature Page Follows ]
IN WITNESS WHEREOF, the undersigned has duly executed this Amended and Restated Certificate of Limited Partnership of Andeavor Logistics LP on this 17th day of October, 2018.
| TESORO LOGISTICS GP, LLC | ||
| By: |
/s/ Molly R. Benson |
|
| Name: | Molly R. Benson | |
| Title: | Authorized Person | |