0001193125-13-048806.txt : 20130211 0001193125-13-048806.hdr.sgml : 20130211 20130211163952 ACCESSION NUMBER: 0001193125-13-048806 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130211 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130211 DATE AS OF CHANGE: 20130211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northern Tier Energy LP CENTRAL INDEX KEY: 0001533454 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 800763623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35612 FILM NUMBER: 13592167 BUSINESS ADDRESS: STREET 1: 38C GROVE STREET STREET 2: SUITE 100 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: (203) 244-6550 MAIL ADDRESS: STREET 1: 38C GROVE STREET STREET 2: SUITE 100 CITY: RIDGEFIELD STATE: CT ZIP: 06877 FORMER COMPANY: FORMER CONFORMED NAME: Northern Tier Energy, Inc. DATE OF NAME CHANGE: 20111025 8-K 1 d482457d8k.htm FORM 8-K Form 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): February 11, 2013

 

 

Northern Tier Energy LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35612   80-0763623

(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 7.01 Regulation FD Disclosure.

On February 11, 2013, Northern Tier Energy LP (the “Partnership”) issued a press release announcing a cash distribution for the quarter ended December 31, 2012. A copy of the press release is furnished with this Current Report on Form 8-K.

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the federal securities laws. Important factors that could cause results to differ from these forward-looking statements include, but are not limited to, those discussed in the “Risk Factors” section of the Partnership’s Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2012 and in the Partnership’s prospectus, filed on January 18, 2013 with the SEC, that forms a part of the Partnership’s registration statement on Form S-1 (File No. 333-185124).

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being “furnished” as part of this Current Report on Form 8-K:

 

Exhibit No.

   

Description of Exhibit

99.1    Press release dated February 11, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    Northern Tier Energy LP
    By:   Northern Tier Energy GP LLC,
      its general partner
Date: February 11, 2013     By:   /s/ Peter T. Gelfman
      Peter T. Gelfman
      Vice President, Secretary and General Counsel
 EX-99.1 2 d482457dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

NORTHERN TIER ENERGY LP DECLARES FOURTH QUARTER 2012 DISTRIBUTION OF $1.27 PER UNIT

RIDGEFIELD, Conn., Feb. 11, 2013 /PRNewswire/ — Northern Tier Energy LP (NYSE: NTI), a Delaware limited partnership (“Northern Tier Energy”), announced today the declaration of a cash distribution of $1.27 per common unit for the fourth quarter of 2012. The distribution will be paid on February 28, 2013 to holders of record as of February 21, 2013.

This will be the second cash distribution paid by Northern Tier Energy since its initial public offering in July 2012 and will result in cumulative cash distributions since the initial public offering of $2.75 per common unit. Northern Tier Energy LP is a variable distribution master limited partnership. As a result, its quarterly distributions, if any, will vary from quarter to quarter as a result of variations in, among other factors, (i) its operating performance, (ii) cash flows caused by fluctuations in the prices it pays for crude oil and other feedstocks and the prices it receives for finished products, (iii) working capital fluctuations, (iv) capital expenditures and (v) cash reserves deemed necessary or appropriate by the board of directors of its general partner.

Northern Tier Energy’s practice is to make distributions within sixty days after the end of each quarter. As such, the fourth quarter distribution is being declared in advance of releasing its fourth quarter financial results. The Northern Tier Energy conference call to discuss financial results for the fourth quarter and full year ending December 31, 2012 is scheduled for Thursday, March 14, 2013 at 11:00 a.m. EDT. Callers may listen to the live presentation, which will be followed by a question and answer segment, by dialing 800-510-0146 or 617-614-3449 and the passcode 24438968. An audio webcast of the call will be available at www.ntenergy.com within the Investor portion of the site under the Calendar of Events section. This audio webcast will be available on the website for fourteen days after the conference call. A replay will also be available by teleconference for seven days from the conference call. The replay teleconference will be available by dialing 888-286-8010 or 617-801-6888 and the passcode 66526544.

This release serves as a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b). Please note that 100 percent of Northern Tier Energy LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, Northern Tier Energy LP’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate.

About Northern Tier Energy

Northern Tier Energy 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. Northern Tier Energy 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 Pipe Line.

Forward-Looking Statements

This press release contains certain “forward-looking statements” which reflect Northern Tier Energy’s 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.

SOURCE: Northern Tier Energy LP

Contact:

Maria Testani

203-244-6550

maria.testani@ntenergy.com