Simpson Thacher represented Tesoro Logistics LP (“TLLP”) and Tesoro Logistics Finance Corp., as co-issuers, in connection with a Rule 144A/Regulation S offering of $500 million aggregate principal amount of their 5.50% Senior Notes due 2019 (the “2019 Notes”) and $800.0 million aggregate principal amount of their 6.25% Senior Notes due 2022 (the “2022 Notes”). TLLP will use the proceeds from the 2019 Notes to repay indebtedness outstanding under its revolving credit facility and for general partnership purposes. The proceeds from the 2022 Notes were funded into escrow, which upon release, will be used, together with the portion of the proceeds from the offering of the 2019 Notes that was to be used for general partnership purposes, the proceeds from an equity offering by TLLP that closed on October 24, 2014, the proceeds from borrowings under TLLP’s amended and restated revolving credit facility and the proceeds from a contribution to TLLP’s equity by its general partner, to fund the consummation of TLLP’s announced acquisition of QEP Field Services, LLC (“QEPFS”) from QEP Resources, Inc. and the payment of related fees and expenses.

TLLP is a fee-based, growth-oriented master limited partnership formed by Tesoro Corporation to own, operate, develop and acquire logistics assets. The anticipated acquisition of QEPFS, which is expected to close in the fourth quarter of 2014, will allow TLLP to expand into the natural gas business.

The Simpson Thacher team for the transaction included Kenneth Wallach, Jonathan Ozner, Sarah Elliott and Andrea Riba (Capital Markets); Jonathan Cantor and Jacqueline Barbera (Tax); Adeeb Fadil and Louise Kruger (Environmental); and Jeanne Annarumma and David Daniels (Executive Compensation and Employee Benefits).