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 7, 2014
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. |
In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On February 7, 2014, the Board of Directors of Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP (the “Partnership”), announced that the Partnership’s quarterly cash distribution for the quarter ended December 31, 2013 will be $0.41 per unit. The distribution will be paid on February 28, 2014, to all unitholders of record on February 21, 2014. On February 7, 2014, the Partnership issued a press release announcing this cash distribution. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| 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 7, 2014. | |
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 7, 2014 |
By: | /s/ David Bonczek | ||||
| David Bonczek | ||||||
| Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
NORTHERN TIER ENERGY ANNOUNCES FOURTH QUARTER DISTRIBUTION OF $0.41 PER COMMON UNIT
RIDGEFIELD, Conn., Feb. 7, 2014 /PRNewswire/ — Northern Tier Energy LP (“Northern Tier Energy”) (NYSE: NTI) announced today the declaration of a cash distribution of $0.41 per common unit for the fourth quarter of 2013. The distribution will be paid on February 28, 2014 to holders of record as of February 21, 2014.
As previously announced, Northern Tier Energy will report its financial results for the for the fourth quarter and full year ended December 31, 2013 before the open of trading on the New York Stock Exchange on February 27, 2014. The management teams of Northern Tier Energy and Western Refining, Inc. will hold a joint conference call to discuss financial results for the fourth quarter and full year ending December 31, 2013. The conference call is scheduled for February 27, 2014 at 10:00 a.m. EST. Callers may listen to the live presentation, which will be followed by a question and answer segment, by dialing 866-566-8590 or 702-224-9819, passcode: 31406191. 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 two hours after the end of the conference call through March 6, 2014. The replay teleconference will be available by dialing 800-585-8367 or 404-537-3406, passcode: 31406191.
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 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. 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 is headquartered in Ridgefield, Connecticut.
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:
Northern Tier Energy LP
Alpha IR Group
203-244-6544
nti@alpha-ir.com