8-K

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, 2012

Northern Tier Energy LP

Northern Tier Energy LLC

(Exact name of registrant as specified in its charter)

Delaware Delaware	001-35612 333-178458	80-0763623 27-3005162
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

38C Grove Street, Suite 100 Ridgefield, Connecticut	06877
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 244-6550

Not Applicable.

(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 (see General Instruction A.2. below):

¨ 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))

ITEM 2.02 Results of Operations and Financial Condition.

On October 18, 2012, Northern Tier Energy LP (the “Partnership”) issued a press release disclosing preliminary results of the Partnership for the third quarter of 2012. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

ITEM 8.01 Other Events.

On October 17, 2012, Northern Tier Energy LLC (the “Company”), a wholly-owned subsidiary of the Partnership, announced the launch of a tender offer and consent solicitation for its 10.50% Senior Secured Notes due 2017 (the “Tender Offer”). The Tender Offer will expire on November 14, 2012, unless extended or earlier terminated by the Company in its sole discretion.

A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release dated October 18, 2012.
99.2	Launch press release dated October 17, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	Northern Tier Energy LP
	By:	Northern Tier Energy GP LLC, its general partner
Date: October 18, 2012	By:	/s/ Peter T. Gelfman
		Peter T. Gelfman
		Vice President, General Counsel and Secretary

	Northern Tier Energy LLC
Date: October 18, 2012	By:	/s/ Peter T. Gelfman
		Peter T. Gelfman
		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release dated October 18, 2012.
99.2	Launch press release dated October 17, 2012.

EX-99.1

Exhibit 99.1

Northern Tier Energy LP Issues Updated Guidance for Third Quarter 2012

RIDGEFIELD, Conn., Oct. 18, 2012 /PRNewswire/ — Northern Tier Energy LP (NYSE: NTI) (“Northern Tier Energy”) today updated its earnings outlook for the third quarter of 2012. This updated outlook reflects higher Adjusted EBITDA guidance compared to the forecast provided in its initial public offering prospectus dated July 25, 2012. This increased Adjusted EBITDA outlook is primarily due to improved results in the Refining segment, which were driven by higher refined product margins per barrel and increased volumes compared to the forecast previously provided. The updated outlook also reflects lower GAAP net earnings compared to the operating forecast in the prospectus primarily due to the accounting impact during the third quarter of certain non-cash charges related to the initial public offering.

Northern Tier Energy believes that GAAP net earnings for the third quarter will be in the range of $40 million to $65 million and Adjusted EBITDA will be in the range of $235 million to $255 million. For a definition of Adjusted EBITDA and a reconciliation of forecasted Adjusted EBITDA to forecasted GAAP net earnings, see the table below.

Northern Tier Energy is providing this forecast in connection with its recently announced tender offer for its senior secured notes. Northern Tier Energy does not anticipate providing interim quarterly guidance on a recurring basis. Updated guidance for Adjusted EBITDA does not necessarily correlate to similar updates of cash available for distributions to Northern Tier Energy’s common unit holders as adjustments for interest, taxes, turnaround expenses, capital spending, working capital and other reserves affect cash available for distribution.

Northern Tier Energy will report its financial results and announce distributions to common unit holders for the third quarter of 2012 on November 12, 2012, subsequent to the closing of the market at the NYSE. Northern Tier Energy will also host a conference call to discuss its third quarter 2012 results on Tuesday, November 13, 2012 at 11:00 am Eastern Standard Time.

The distribution to be announced on November 12, 2012 will be the first paid by Northern Tier Energy since the closing of its initial public offering on July 31, 2012. We expect this distribution will include available cash for the period from the closing of the initial public offering through September 30, 2012.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities. The tender offer is being made only by and pursuant to the terms of the offer to purchase and the related letter of transmittal for the tender offer (the “Offer to Purchase”). Holders are urged to read the Offer to Purchase and related documents carefully before making any decision with respect to the tender offer and solicitation. Holders of notes must make their own decisions as to whether to tender their notes and provide the related consents. None of Northern Tier Energy, the dealer manager or the tender and information agent make any recommendations as to whether holders should tender their Notes pursuant to the tender offer or provide the related consents, and no one has been authorized to make such a recommendation.

About Northern Tier Energy

Northern Tier Energy LP is an independent downstream energy company with refining, retail and pipeline operations that serves the PADD II region of the United States. Northern Tier Energy operates a 74,000 barrels per calendar day refinery located in St. Paul Park, Minnesota. Northern Tier Energy also operates 166 convenience stores and supports 71 franchised convenience stores, primarily in Minnesota and Wisconsin, under the SuperAmerica trademark, and owns a bakery and commissary under the SuperMom’s brand. Northern Tier Energy is headquartered in Ridgefield, Connecticut.

Non-GAAP Measures

This earnings release includes non-GAAP measures. Northern Tier Energy believes that these non-GAAP financial measures provide useful information about its operating performance. However, these measures have important limitations as analytical tools and should not be viewed in isolation or considered as alternatives to comparable GAAP financial measures. Northern Tier Energy’s non-GAAP financial measures may also differ from similarly named measures used by other companies. See the table below for additional information on the non-GAAP measures used in this release and reconciliations to the most directly comparable GAAP measures.

1

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Northern Tier Energy’s forward-looking statements reflect its views and assumptions on the date of this press release regarding future events. They involve known and unknown risks, uncertainties and other factors, many of which may be beyond its control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. All forward-looking statements speak only as of the date hereof. Northern Tier Energy undertakes no obligation to update or revise publicly any such forward-looking statements. Northern Tier Energy cautions you not to place undue reliance on these forward-looking statements. Please refer to Northern Tier Energy’s filings with the SEC for more detailed information regarding these risks, uncertainties and assumptions.

In addition, because Northern Tier Energy’s financial statements for the quarter ended September 30, 2012 are not yet available, the estimates included herein are preliminary, unaudited, not reviewed by Northern Tier’s accountants, subject to completion, reflect Northern Tier Energy’s current best estimates and may be revised as a result of management’s further review of Northern Tier Energy’s results. Given the timing of these estimates, Northern Tier Energy has not completed its customary quarterly close and review procedures. During the course of the preparation of Northern Tier Energy’s consolidated financial statements and related notes, it may identify items that would require it to make material adjustments to the preliminary financial information presented herein.

2

NORTHERN TIER ENERGY LP

ADJUSTED EBITDA RECONCILIATION

(in millions, unaudited)

	Three Months
	Ended		Three Months Ended September 30, 2012
	September 30, 2011		Low Estimate		High Estimate
Net earnings	$	2	$	40	$	65
Adjustments:
Interest expense		10		16		16
Provision for income taxes		—		11		8
Depreciation and amortization		8		8		8
EBITDA		20		75		97
Minnesota Pipe Line Company proportionate EBITDA		1		1		1
Turnaround and related expenses		—		5		3
Formation costs		2		—		—
Contingent consideration expense (a)		3		39		39
Unrealized losses on derivative activities		41		70		70
Realized losses on derivative activities		113		45		45
Adjusted EBITDA (b)	$	180	$	235	$	255

(a) The contingent consideration expense relates to changes in the estimated fair value of our margin support and earn-out arrangements with Marathon Petroleum to arrive at the agreed settlement amount. This agreed amount was contingent upon the closing of the initial public offering and was funded with IPO proceeds and therefore does not impact cash available for distribution.

(b) Adjusted EBITDA is not a presentation made in accordance with GAAP and Northern Tier Energy’s computation of Adjusted EBITDA may vary from others in its industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing Northern Tier Energy’s debt arrangements. Adjusted EBITDA should not be considered as an alternative to operating income or net earnings as measures of operating performance. In addition, Adjusted EBITDA is not presented as, and should not be considered, an alternative to cash flow from operations as a measure of liquidity. Adjusted EBITDA is defined as net earnings before interest expense, income taxes and depreciation and amortization, adjusted for EBITDA from the Minnesota Pipe Line operations, turnaround and related expenses, equity-based compensation expense, gains or losses from derivative activities, fair value adjustments for contingent consideration arrangements and costs related to Northern Tier Energy’s or its subsidiary’s formation. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of the results as reported under GAAP.

3

EX-99.2

Exhibit 99.2

Northern Tier Energy LLC Announces Tender Offer and Consent Solicitation for Any and

All of Its Outstanding 10.50% Senior Secured Notes Due 2017

RIDGEFIELD, Conn., Oct. 17, 2012 /PRNewswire/ — Northern Tier Energy LLC announced today that it has commenced a cash tender offer for any and all of the $261 million aggregate outstanding principal amount of its 10.50% Senior Secured Notes due 2017 (CUSIP No. 665828AC3) (the “Notes”). In conjunction with the tender offer, Northern Tier Energy is soliciting consents to eliminate most of the covenants, certain events of default applicable to the Notes and certain other provisions contained in the indenture governing the Notes (the “Indenture”). Northern Tier Energy expects to fund the tender offer with the proceeds from a new senior secured debt offering.

The tender offer is scheduled to expire at 11:59 p.m., New York City time, on November 14, 2012, unless extended or earlier terminated (the “Expiration Time”). Holders who validly tender (and do not validly withdraw) their Notes and provide their consents to the amendments to the Indenture before 5:00 p.m., New York City time, on October 30, 2012, unless extended or earlier terminated (the “Consent Expiration”), will be eligible to receive the Total Consideration (as defined below), which includes a consent payment. Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on October 30, 2012, unless extended (the “Withdrawal Time”), but generally not afterwards. Any extension, termination or amendment of the tender offer and consent solicitation will be followed as promptly as practicable by a public announcement thereof.

The “Total Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,150, which includes a consent payment of $30 per $1,000 principal amount of Notes. Holders tendering after the Consent Expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,120 for each $1,000 principal amount of Notes. Holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the applicable settlement date for all of such Notes that we accept for purchase in the tender offer.

The tender offer and consent solicitation is subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments to the Indenture from holders of a majority in principal amount of the outstanding Notes and execution of a supplemental indenture effecting such amendments, (2) completion of satisfactory financing and (3) certain other customary conditions.

The complete terms and conditions of the tender offer are set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and related Consent and Letter of Transmittal (“Letter of Transmittal”) that are being sent to holders of the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Tender and Information Agent for the tender offer, Global Bondholder Services Corporation, at (866) 294-2200 (toll-free).

Goldman, Sachs & Co. is the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) and (912) 902-5183 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offer is being made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. Holders are urged to read the Offer to Purchase and related documents carefully before making any decision with respect to the tender offer and solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of Northern Tier Energy, the Dealer Manager or the Tender and Information Agent make any recommendations as to whether holders should tender their Notes pursuant to the tender offer or provide the related consents, and no one has been authorized to make such a recommendation.

Northern Tier Energy expressly reserves the right, subject to applicable law, to terminate the tender offer and consent solicitation. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption in respect of the Notes.

About Northern Tier Energy

Northern Tier Energy LLC is an independent downstream energy company headquartered in Ridgefield, CT with refining, retail, and pipeline operations serving the PADD II region of the United States. The company was established to own and operate the St. Paul Park Refinery as well as a retail network of SuperAmerica brand convenience stores and a 17% equity interest in the Minnesota Pipeline.

Forward-Looking Statements

This press release contains certain “forward-looking statements” which reflect our views and assumptions on the date of this press release regarding future events. They involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. All forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise publicly any such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. Please refer to our filings with the SEC for more detailed information regarding these risks, uncertainties and assumptions.