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): September 22, 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.) |
| 1250 W. Washington Street, Suite 300 Tempe, Arizona |
85281 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (602) 302-5450
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.
Offering of $75 Million Senior Secured Notes
On September 22, 2014, Northern Tier Energy LP (the “Partnership”) issued a press release announcing that Northern Tier Energy LLC (“NTE”), which is a wholly owned subsidiary of the Partnership, and NTE’s wholly owned subsidiary, Northern Tier Finance Corporation (together with NTE, the “Issuers”), commenced a private placement to eligible purchasers (the “Offering”) of an additional $75 million of aggregate principal amount of the Issuers’ 7.125% Senior Secured Notes due 2020 (the “Notes”) in accordance with exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Rule 144A and Regulation S under the Securities Act. The Partnership intends to use the net proceeds of the Offering for general partnership purposes, including the purchase of crude oil inventories upon termination of the crude oil supply agreement (the “Crude Intermediation Agreement”) with J.P. Morgan Commodities Canada Corporation (“JPM CCC”), which is expected to be terminated in connection with the Offering as more fully described below.
A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Amended Revolving Credit Facility
In connection with the Offering, NTE and certain of its subsidiaries expect to enter into an asset-based lending facility with JP Morgan Chase Bank, N.A. as administrative agent and collateral agent (the “ABL Agent”) and lenders and letter of credit issuers party thereto (the “Amended Revolving Credit Facility”), which will amend and restate NTE’s currently outstanding revolving credit facility (the “Prior Revolving Credit Facility”). The Amended Revolving Credit Facility will modify the Prior Revolving Credit Facility by, among other things, increasing the aggregate principal amount of lender commitments by $200 million to a total of $500 million, increasing the amount of the facility available for issuance of letters of credit, extending the maturity date of the facility and expanding the exceptions to certain negative covenants to increase our operational flexibility. Because the definitive documentation for the Amended Revolving Credit Facility has not been finalized, the final terms may differ from those described above and no assurance can be given at this time that the Amended Revolving Credit Facility will be consummated.
Termination of Crude Intermediation Agreement
Since December 2010, St. Paul Park Refining Co. LLC (“SPPRC”), a wholly owned subsidiary of NTE, has maintained the Crude Intermediation Agreement with JPM CCC pursuant to which JPM CCC assists SPPRC in the purchase of the crude oil requirements of SPPRC’s refinery and provides transportation and other logistical services for delivery of the crude oil to storage tanks at Cottage Grove, Minnesota, which are approximately two miles from the refinery and which are leased by JPM CCC to SPPRC. Upon delivery of the crude oil to SPPRC, SPPRC pays JPM CCC the price of the crude oil plus certain agreed fees and expenses.
JPMorgan Chase & Co. has announced its intention to sell the physical portions of its commodities business (which includes JPM CCC) to Mercuria Energy Group Ltd. during the fourth quarter of 2014. In advance of this sale, JPM CCC and SPPRC have mutually agreed to terminate the Crude Intermediation Agreement. SPPRC believes that in addition to avoiding the supply fees, it will also gain further control over its crude oil procurement process.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release dated September 22, 2014. | |
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: September 22, 2014 | By: | /s/ David Bonczek | ||||
| David Bonczek | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release dated September 22, 2014. | |
Exhibit 99.1
| Investor and Analyst Contact: | Media Contact: | |||
| Paul E. Anderson | Gary Hanson | |||
| (651) 458-6494 | (602) 286-1777 | |||
| Alpha IR Group | ||||
| (651) 769-6700 | ||||
| nti@alpha-ir.com | ||||
Northern Tier Energy LP Announces Offering of Senior Secured Notes
TEMPE, Arizona, Sept. 22, 2014 /Globe Newswire/ — Northern Tier Energy LP (“Northern Tier”) announced today that Northern Tier Energy LLC (“NTE”), which is a wholly owned subsidiary of Northern Tier, and NTE’s wholly owned subsidiary Northern Tier Finance Corporation (together with NTE, the “Issuers”) intend to commence a private placement to eligible purchasers (the “Offering”) of an additional $75 million in aggregate principal amount of their 7.125% senior secured notes due 2020 (the “Notes”). Northern Tier intends to use the net proceeds of the Offering for general partnership purposes, including the purchase of crude oil inventories.
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 LP
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 operates a 96,500 barrels per stream day refinery located in St. Paul Park, Minnesota. Northern Tier also operates approximately 165 convenience stores and supports approximately 80 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 is headquartered in Tempe, Arizona.
Forward-Looking Statements
This press release contains certain “forward-looking statements” which reflect Northern Tier’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 undertakes no obligation to update or revise publicly any such forward-looking statements. Northern Tier cautions you not to place undue reliance on these forward-looking statements. Please refer to Northern Tier’s filings with the SEC for more detailed information regarding these risks, uncertainties and assumptions.