Filed pursuant to Rule 433
Issuer Free Writing Prospectus, dated November 16, 2017
Supplementing the Preliminary Prospectus dated November 16, 2017
Registration No. 333 – 221549
$1,750,000,000
Andeavor Logistics LP
Tesoro Logistics Finance Corp.
$500,000,000 3.500% Senior Notes due 2022
$750,000,000 4.250% Senior Notes due 2027
$500,000,000 5.200% Senior Notes due 2047
This Supplement is qualified in its entirety by reference to the Preliminary Prospectus dated November 16, 2017 (as supplemented through and including the date hereof, the “Preliminary Prospectus”). The information in this Supplement supplements the Preliminary Prospectus and updates and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus. Capitalized terms used in this Supplement but not defined have the meanings given them in the Preliminary Prospectus.
Other information presented in the Preliminary Prospectus is deemed to have changed to the extent affected by the changes described herein.
| Issuers: |
Andeavor Logistics LP and Tesoro Logistics Finance Corp. | |||||
| Title of Securities: |
3.500% Senior Notes due 2022 |
4.250% Senior Notes due 2027 |
5.200% Senior Notes due 2047 | |||
| Principal Amount: |
$500,000,000 | $750,000,000 | $500,000,000 | |||
| Net Proceeds to Issuers (before offering expenses): |
$495,450,000 | $743,790,000 | $493,965,000 | |||
| Maturity Date: |
December 1, 2022 | December 1, 2027 | December 1, 2047 | |||
| Benchmark Treasury: |
2.00% due October 31, 2022 |
2.25% due November 15, 2027 |
2.75% due August 15, 2047 | |||
| Benchmark Treasury Price and Yield: |
99-21 3⁄4; 2.068% | 98-29+; 2.372% | 98-17+; 2.822% | |||
| Spread to Benchmark Treasury: |
+150 basis points | +190 basis points | +240 basis points | |||
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| Yield to Maturity: |
3.568% | 4.272% | 5.222% | |||
| Coupon: |
3.500% | 4.250% | 5.200% | |||
| Public Offering Price: |
99.690%, plus accrued interest from November 28, 2017 |
99.822%, plus accrued interest from November 28, 2017 |
99.668%, plus accrued interest from November 28, 2017 | |||
| Optional Redemption: |
Make-whole call at T+25 bps prior to November 1, 2022; par thereafter |
Make-whole call at T+30 bps prior to September 1, 2027; par thereafter |
Make-whole call at T+40 bps prior to June 1, 2047; par thereafter | |||
| Identification Numbers: |
CUSIP: 03350W AA7 ISIN: US03350WAA71 |
CUSIP: 03350W AC3 ISIN: US03350WAC38 |
CUSIP: 03350W AB5 ISIN: US03350WAB54 | |||
| Terms Applicable to all series of notes | ||||||
| Interest Payment Dates: |
June 1 and December 1 | |||||
| Record Dates: |
May 15 and November 15 | |||||
| First Interest Payment Date: |
June 1, 2018 | |||||
| Trade Date: |
November 16, 2017 | |||||
| Settlement Date: |
November 28, 2017 (T+7)
Delivery of the notes is expected to be made against payment therefor on or about November 28, 2017, which is the seventh business day following the date of pricing of the notes (such settlement being referred to as “T+7”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing of the notes or the four succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisers. | |||||
| Distribution: |
SEC Registered (Registration No. 333-221549) | |||||
| Rating (Moody’s / S&P)*: |
Ba1 / BBB- | |||||
| Governing Law: |
New York | |||||
| Joint Book-Running Managers: |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman Sachs & Co. LLC Credit Suisse Securities (USA) LLC Wells Fargo Securities, LLC Deutsche Bank Securities Inc. MUFG Securities Americas Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. | |||||
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| Co-Managers: |
SMBC Nikko Securities America, Inc. Tudor, Pickering, Holt & Co. Securities Inc. |
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*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
The Issuers have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuers have filed with the SEC for more complete information about the Issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or by contacting Goldman Sachs & Co. LLC toll-free at 1-866-471-2526.
This communication should be read in conjunction with the preliminary prospectus. The information in this communication supersedes the information in the preliminary prospectus to the extent inconsistent with the information in such preliminary prospectus.
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