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): November 12, 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 5.01 | Change in Control of the Registrant. |
On November 12, 2013, Northern Tier Holdings LLC (“NTH”) and Western Refining, Inc. (“Buyer”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which Buyer purchased from NTH all of NTH’s interests in NT InterHoldCo LLC (“HoldCo”), a wholly-owned subsidiary of NTH that holds all of the membership interests in Northern Tier Energy GP LLC , the general partner (the “General Partner”) of Northern Tier Energy LP (the “Partnership”) and 35,622,500 common units representing limited partner interests in the Partnership for $775,000,000 plus the distribution on the common units acquired by Buyer with respect to the quarter ended September 30, 2013 (the “Transaction”). Buyer’s sources of funds for the Transaction consideration consisted of $230.5 million of cash on hand and $544.5 million in cash that was provided pursuant to a Senior Secured Term Loan B facility provided by Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC. The transactions contemplated by the Purchase Agreement were consummated on November 12, 2013. As of the consummation of the transactions contemplated by the Purchase Agreement, Buyer has the ability to appoint all of the members of our general partner’s board of directors.
The information contained in Items 5.02 in this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 5.02 | Departure of Directors; Election of Directors. |
In connection with the closing of the Transaction, on November 12, 2013, Bernard Aronson, Jonathan Ginns, Michael MacDougall, and Eric Liaw each resigned as a member of the board of directors of the General Partner.
Also in connection with the closing of the Transaction, on November 12, 2013, Paul L. Foster, Jeff A. Stevens, Scott D. Weaver and Lowry Barfield were each appointed to the board of directors of the General Partner. Mr. Weaver was appointed as a member and chairman of the General Partner’s Nominating & Governance Committee, and Mr. Barfield was appointed as a member of the General Partner’s Nominating & Governance Committee. There are no relationships between Mssrs. Foster, Stevens, Weaver and Barfield that would require disclosure pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On November 12, 2013, the Partnership issued a press release describing the transactions contemplated by the Purchase Agreement. The press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Item 8.01 | Other Events. |
On November 12, 2013, Northern Tier Energy LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Partnership (“NTE LLC”) entered into a commitment letter with Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC (collectively, the “Lenders”), pursuant to which the Lenders have committed to provide a
$275 million senior secured term loan facility (the “Facility”) for the repurchase of NTE LLC’s Senior Secured Notes due 2020 (the “Notes”) that may be tendered pursuant to an offer to purchase the Notes made by NTE LLC in connection with the Transaction (the “Offer to Purchase”). Northern Tier Energy LLC intends to enter into and borrow under the Facility, if at all, only to the extent necessary to fund the repurchase of the Notes tendered in connection with the Offer to Purchase, based on the aggregate principal amount of Notes tendered and Northern Tier Energy LLC’s available cash at the applicable payment date under the Offer to Purchase. The obligations of the Lenders to enter into and provide funding under the Facility are subject to the negotiation of definitive agreements with Northern Tier Energy LLC with respect the Facility, the tender of at least $25 million principal amount of the Notes in connection with the Offer to Purchase and other conditions customary for a transaction of this type.
| Item 9.01 | Financial Statements and Other Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release issued November 12, 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: November 14, 2013 |
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 November 12, 2013. | |
Exhibit 99.1
Northern Tier Energy Announces Sale of its General Partner by ACON Investments and TPG
RIDGEFIELD, Conn., November 12, 2013 /PRNewswire/ — Northern Tier Energy LP (NYSE: NTI) (“Northern Tier Energy” or the “Company”) today announced that its private equity sponsors, ACON Investments, L.L.C. (“ACON”) and TPG, have entered into a definitive agreement to sell all of their interests in Northern Tier Energy, including those of the general partner, to Western Refining, Inc. (NYSE: WNR) (“Western Refining”) for total consideration of $775 million plus the distribution on the common units acquired with respect to the quarter ended September 30, 2013. As a result of this transaction, Western Refining now owns 100% of the general partner and 35,622,500 common units, or 38.7%, of Northern Tier Energy. The balance of the limited partner units will remain publicly traded. The transaction was signed and closed on November 12, 2013.
Hank Kuchta, Chief Executive Officer and President of Northern Tier Energy, said, “We are excited to welcome Western Refining as a new strategic partner and investor that is committed, as much as we are, to Northern Tier Energy’s long-term success. We thank ACON and TPG for their support over the past three years and we now look forward to working together with the Western Refining team to maximize value for all of our stakeholders.”
Jeff Stevens, Chief Executive Officer and President of Western Refining, said, “This investment further enhances our strategic goal of expanding our refining presence in areas with direct pipeline access to cost-advantaged crude oil resources. By adding these strategically aligned assets to our business portfolio, this transaction adds scale to our business and diversifies our operations by adding a new geographic region to our refining platform. Northern Tier Energy’s St. Paul Park refinery is a very successful refinery with pipeline access to cost-advantaged crude oil and refined product regions that historically have generated strong product margins. The combined strength and scale of the two organizations will provide future growth opportunities for both companies over the long-term.”
Vinson & Elkins LLP served as legal counsel and Barclays and J.P. Morgan Securities LLC served as co-financial advisors to ACON and TPG in the transaction.
About Northern Tier Energy
Northern Tier Energy LP (NYSE:NTI) 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 92,500 barrels per stream day refinery located in St. Paul Park, Minnesota that was acquired from Marathon Oil Corporation in December 2010 by ACON and TPG. Northern Tier Energy also operates 163 convenience stores and supports 74 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 completed its initial public offering as a variable-rate Master Limited Partnership in July 2012. Northern Tier Energy is headquartered in Ridgefield, Connecticut. For more information visit www.ntenergy.com.
About Western Refining
Western Refining, Inc. is an independent refining and marketing company headquartered in El Paso, Texas. The refining segment operates refineries in El Paso, and Gallup, New Mexico. The Wholesale segment includes a fleet of crude oil and finished product truck transports, and wholesale petroleum products operations in Arizona, California, Colorado, Georgia, Maryland, Nevada, New Mexico, Texas, and Virginia. The retail segment includes retail service stations and convenience stores in Arizona, Colorado, New Mexico, and Texas.
Western Refining, Inc. also owns the general partner and approximately 65 percent of the limited partner interest of Western Refining Logistics Partners, LP (NYSE: WNRL) which owns and operates logistics assets related to the terminalling, transportation, and storage of crude oil and refined products.
More information about Western Refining is available at www.wnr.com.
About ACON Investments
ACON Investments is a Washington, D.C. based private equity firm with additional offices in Los Angeles, Mexico City, Sao Paulo and Bogota. Founded in 1996, ACON manages private equity funds with investments in the United States, Europe and Latin America. ACON has been a longtime energy investor, with experience in upstream and midstream oil and gas as well as investments in power infrastructure and energy services, including Mariner Energy, Chroma Oil & Gas, Milagro Exploration, Saga Resource Partners, SAE Towers, Sequitur Energy Resources, Pro Energy, Signal International, Tropigas, and Vetra Energia. For more information visit www.aconinvestments.com.
About TPG
TPG is a leading global private investment firm founded in 1992 with $55.3 billion of assets under management and offices in San Francisco, Fort Worth, Austin, Beijing, Chongqing, Hong Kong, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, Paris, São Paulo, Shanghai, Singapore and Tokyo. TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings. TPG’s select current and prior energy investments by sector include oil and gas (Belden & Blake Corporation, Chesapeake Energy, Denbury Resources, Maverick American Natural Gas, MI Energy, Petro Harvester Oil and Gas), midstream and oil field services (Copano Energy, Valerus Compression Services), downstream (Northern Tier Energy), coal and power (Alinta Energy, Energy Future Holdings, Delta Dunia, Texas Genco), chemicals (Kraton Performance Polymers, Nexeo Solutions) and cleantech (Alphabet Energy, Amyris, Beta Renewables, China Renewable Energy, Elevance Renewable Sciences, Greenko). For more information visit www.tpg.com.
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.
Institutional Investor and Analyst Contact:
Maria Testani
Phone: (203) 244-6498
Email: maria.testani@ntenergy.com
Individual Investor Contact:
Alpha IR Group
Phone: (203) 244-6544
Email: NTI@alpha-IR.com
Media Contact:
Christine Carnicelli
Phone: (203) 244-6541
Email: Christine.carnicelli@ntenergy.com