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 31, 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 8.01 Other Events.

Extension of Consent Expiration

On October 31, 2012, Northern Tier Energy LLC (the “Company”), a wholly-owned subsidiary of Northern Tier Energy LP, issued a press release announcing that it extended the expiration of the consent solicitation for its 10.50% Senior Secured Notes due 2017 (the “Consent Expiration”). The Consent Expiration, originally set for 5:00 p.m., New York City time, on October 30, 2012, has been extended to 5:00 p.m., New York City time on November 1, 2012, unless extended or earlier terminated by the Company in its sole discretion.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Offering of Senior Secured Notes

On November 1, 2012, the Company issued a press release announcing that intends to commence a private offering to eligible purchasers of approximately $275 million in aggregate principal amount of senior secured notes due 2020 (the “Notes”). Proceeds of the offering are expected to be used to fund a portion of its pending tender offer for any and all of its outstanding 10.50% Senior Secured Notes due 2017.

The Notes have not been registered under the Securities Act of 1933 (the “Securities Act”) or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Notes may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act.

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 31, 2012.
99.2	Launch press release dated November 1, 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: November 2, 2012	By:	/s/ Peter T. Gelfman
		Peter T. Gelfman
		Vice President, General Counsel and Secretary

	Northern Tier Energy LLC
Date: November 2, 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 31, 2012.
99.2	Launch press release dated October 31, 2012.

EX-99.1

Exhibit 99.1

Northern Tier Energy LLC Announces Receipt of Requisite Consents and Extension of Consent Expiration

for Tender Offer and Consent Solicitation for Any and All of Its Outstanding 10.50% Senior Secured Notes

Due 2017

RIDGEFIELD, Conn., Oct. 31, 2012 /PRNewswire/ — Northern Tier Energy LLC announced today that, as of 5:00 p.m., New York City time, on October 30, 2012 (the “Withdrawal Time”), $253,057,000 aggregate principal amount of its 10.50% Senior Secured Notes due 2017 (CUSIP No. 665828AC3) (the “Notes”) have been tendered, and not validly withdrawn, in connection with its previously announced cash tender offer for any and all of the Notes. Notes that were tendered and not validly withdrawn prior to the Withdrawal Time may no longer be withdrawn from the offer.

Northern Tier Energy also announced today that due to the extraordinary circumstances relating to Hurricane Sandy, the consent expiration, originally set for 5:00 p.m., New York City time, on October 30, 2012, has been extended so that holders who validly tender their Notes and provide their consents to the amendments to the indenture governing the Notes (the “Indenture”) before 5:00 p.m., New York City time, on November 1, 2012, unless further extended or earlier terminated, will be eligible to receive the Total Consideration. Notes tendered and consents delivered after the Withdrawal Time at 5:00 p.m., New York City time, on October 30, 2012 may not be withdrawn or revoked. The tender offer is still scheduled to expire at 11:59 p.m., New York City time, on November 14, 2012, unless extended or earlier terminated. Any further 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 Northern Tier Energy accepts for purchase in the tender offer.

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. The consents received as of the Withdrawal Time exceed the amount needed to adopt the proposed amendments to the Indenture. Northern Tier Energy expects to fund the tender offer with the proceeds from a new senior secured debt offering.

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 were 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.

EX-99.2

Exhibit 99.2

Northern Tier Energy LLC Announces Offering of Senior Secured Notes

RIDGEFIELD, Connecticut, November 1, 2012 /PRNewswire/ — Northern Tier Energy LLC (“Northern Tier Energy” or the “Company”) and its subsidiary, Northern Tier Finance Corporation, announced today that they intend to commence a private offering to eligible purchasers of $275 million in aggregate principal amount of senior secured notes due 2020. The Company intends to use the net proceeds of this offering to fund a portion of its pending tender offer for any and all of its outstanding 10.50% Senior Secured Notes due 2017.

The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes are expected to be eligible for trading by qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S. This announcement is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy the notes.

About Northern Tier Energy LLC

Northern Tier Energy LLC, the direct operating subsidiary of Northern Tier Energy LP (NYSE:NTI), 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.

For more information, please contact:

Northern Tier Energy LP

Maria Testani

Maria.Testani@NTEnergy.com

(203) 244-6550

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.