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Tesoro Logistics LP : Tesoro Logistics LP Announces Amended Purchase Agreement for the Acquisition of Chevron Pipe Line



Tesoro Logistics LP : Tesoro Logistics LP Announces Amended Purchase Agreement
 for the Acquisition of Chevron Pipe Line Company's Northwest Products System

SAN ANTONIO - May 20, 2013 - Tesoro Logistics LP (NYSE:TLLP) ("TLLP" or the
"Partnership") today announced that it has amended the purchase agreement for
the acquisition of Chevron Pipe Line Company's Northwest Products System
("Northwest Products System"), reducing the purchase price from $400 million
to $355 million.  The lower purchase price reflects a renegotiation as a
result of the diesel fuel release that occurred near Willard, Utah on March
18, 2013.  Chevron Pipe Line Company will retain liabilities and
responsibility for remediation of the diesel fuel release site for a period of
two years.  

"As we enter into the final stages of the regulatory approval process on the
Northwest Products System acquisition, we look forward to the successful
integration of these assets within our system," said Greg Goff, TLLP's
Chairman and Chief Executive Officer.  "Closing this transaction will allow us
to add to our portfolio of well positioned, fee-based logistics assets while
significantly increasing third-party revenue.  We expect to invest $15 million
to $25 million over the next two years to implement a detailed inspection
program to further improve the integrity of the pipeline system."

The Partnership expects to utilize net proceeds from the $392 million equity
offering on January 14, 2013 to fund the acquisition of the Northwest Products
System.  Estimated EBITDA from the Northwest Products System for the first
twelve months is $30 million to $35 million.

The Northwest Products System consists of the Northwest Product Pipeline, a
760-mile Federal Energy Regulatory Commission (FERC)-regulated common carrier
products pipeline which extends from Salt Lake City, Utah to Spokane,
Washington, a five-mile jet fuel pipeline to the Salt Lake City International
Airport and the Northwest Terminalling Company, consisting of refined products
terminals in Boise and Pocatello, Idaho and Pasco, Washington, which are not
subject to FERC regulation.

The common carrier pipeline is the primary source of refined products to
southern Idaho and is a major supplier of refined products to eastern
Washington.  For 2012, throughput volumes on the pipeline system averaged
approximately 87,000 barrels per day.  The terminals have a total storage
capacity of 1.3 million barrels and delivered an average of approximately
56,000 barrels per day.

                             TESORO LOGISTICS LP
         RECONCILIATION OF FORECASTED EBITDA TO AMOUNTS UNDER US GAAP
                           (Unaudited, in millions)

Reconciliation of Forecasted EBITDA to Forecasted   Northwest Products System
Net Income:                                         Twelve months post-closing
Forecasted net income                               $                    1 - 6
Add: Depreciation and amortization expenses                                 18
Add: Interest and financing costs, net (a)                                  11
Forecasted EBITDA (b)                               $                  30 - 35

 

(a) Forecasted net interest and financing costs assume an equal split of debt
and equity financing.
(b) We define EBITDA as net income before net interest and financing costs and
depreciation and amortization expenses.  Forecasted amounts presented assume
that expenditures for maintenance will be capitalized on the balance sheet.
 However, as we obtain a better understanding of the maintenance required as a
result of inspections, we may identify costs that will be recorded as
operating and maintenance expense.  EBITDA should not be considered as an
alternative to net income in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP"). EBITDA has important
limitations as an analytical tool, because it excludes some, but not all,
items that affect net income. EBITDA is not a measure prescribed by U.S. GAAP
but is a supplemental financial measure that is used by management and may be
used by external users of our financial statements, such as industry analysts,
investors, lenders and rating agencies to assess:

  * our  operating   performance  as   compared  to   other  publicly   traded 
    partnerships  in  the  midstream   energy  industry,  without  regard   to 
    historical cost basis or financing methods; 

  * the ability  of  our assets  to  generate  sufficient cash  flow  to  make 
    distributions to our unitholders; 

  * our ability to incur and service debt and fund capital expenditures; and 

  * the viability of acquisitions and  other capital expenditure projects  and 
    the returns on investment of various investment opportunities. 

About Tesoro Logistics LP
Tesoro Logistics  LP, headquartered  in San  Antonio, Texas,  is a  fee-based, 
growth-oriented Delaware limited partnership  formed by Tesoro Corporation  to 
own, operate, develop  and acquire  crude oil and  refined products  logistics 
assets.  

This press 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
regulatory approval for the Northwest Products System acquisition; integration
of the assets within the Partnership's system; potential costs associated with
the pipeline inspection program and integrity work;expected increase in
third-party revenue; and expected EBITDA from the assets to be acquired.  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.

Contact:
Investors:
Louie Rubiola, Director, Investor Relations, (210) 626-4355

Media:
Tesoro Media Relations, media@tsocorp.com, (210) 626-7702

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This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Tesoro Logistics LP via Thomson Reuters ONE
HUG#1702912
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