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 17, 2016
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) |
(IRS Employer Identification No.) |
1250 W. Washington Street, Suite 300
Tempe, Arizona 85281
(Address of principal executive office) (Zip Code)
(602) 302-5450
(Registrant’s telephone number, including area code)
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:
| ☐ | 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 October 17, 2016, Northern Tier Energy LP (the “Partnership”) issued a press release announcing the commencement of a cash tender offer (the “Tender Offer”) to purchase up to $195,000,000 aggregate principal amount of its outstanding 7.125% Senior Secured Notes due 2020 co-issued by Northern Tier Energy LLC and Northern Tier Finance Corporation, which are wholly owned subsidiaries of the Partnership. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase dated October 17, 2016 and the related Letter of Transmittal.
The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release of Northern Tier Energy LP dated October 17, 2016. | |
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, as amended, 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 | |
| By: | /s/ Karen B. Davis | |
| Name: | Karen B. Davis | |
| Title: | Executive Vice President and Chief Financial Officer | |
Dated: October 17, 2016
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of Northern Tier Energy LP dated October 17, 2016. | |
Exhibit 99.1
| FOR IMMEDIATE RELEASE | ||||
| Investor and Analyst Contact: | Media Contact: | |||
| Jeffrey S. Beyersdorfer | Gary Hanson | |||
| (602) 286-1530 | (602) 286-1777 | |||
| Michelle Clemente | ||||
| (602) 286-1533 | ||||
| Alpha IR Group | ||||
| (651) 769-6700 nti@alpha-ir.com |
||||
Northern Tier Announces Tender Offer
For Its 7.125% Senior Secured Notes
TEMPE, Arizona – October 17, 2016 – Northern Tier Energy LP, a Delaware limited partnership and an indirect, wholly-owned subsidiary of Western Refining, Inc. (NYSE:WNR) (“Northern Tier”), announced today that its wholly owned subsidiaries, Northern Tier Energy LLC and Northern Tier Finance Corporation (collectively, the “Issuers”) have commenced a tender offer (the “Tender Offer”) to purchase for cash up to $195,000,000 aggregate principal amount of their 7.125% Senior Secured Notes due 2020 (the “Notes”). The purpose of the Tender Offer is to satisfy the Issuers’ obligations under the indenture governing the terms of the Notes, which require an offer to be made to all holders of the Notes when Northern Tier disposes of certain assets. On September 15, 2016, Northern Tier completed its sale of certain storage, terminalling and other logistics assets to Western Refining Logistics, LP (NYSE:WNRL) for total consideration of approximately $210 million, of which $195 million was cash.
The Tender Offer commenced today and will expire at 5:00 p.m., New York City time, on November 15, 2016, unless extended by the Issuers in their sole discretion (as such time and date may be extended, the “Expiration Date”). Registered holders who tender their Notes prior to the Expiration Date will be eligible to receive $1,000 per $1,000 principal amount of Notes tendered, plus any accrued and unpaid interest up to, but not including, the payment date. However, in the event that more than $195,000,000 aggregate principal amount of outstanding Notes are validly tendered and not withdrawn, the Issuers will purchase such Notes on a pro rata basis (with adjustments so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof will be purchased). Payment for any tendered Notes accepted for purchase will be made on the third business day immediately following the Expiration Date. Tendered Notes may be withdrawn at any time prior to the Expiration Date unless otherwise required by law.
The Tender Offer is subject to the satisfaction or waiver of certain customary conditions. The Issuers may amend, extend or terminate the Tender Offer in their sole discretion and subject to applicable law.
The complete terms and conditions of the Tender Offer are set forth in an Offer to Purchase dated October 17, 2016 and the related letter of transmittal. Requests for copies of the Offer to Purchase and the letter of transmittal may be directed to Deutsche Bank Trust Company Americas, the Information Agent, by calling (877) 843-9767 or by emailing db.reorg@db.com. Noteholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.
This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to purchase, or a solicitation of an offer to sell, the Notes or any other security. The Tender Offer is made only by the Offer to Purchase and the related letter of transmittal. The Tender Offer is not being made to Note holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws related to the manner and timing of the Tender Offer.
Forward-looking statements reflect Northern Tier’s current expectations regarding future events, results or outcomes. These expectations may or may not be realized.
Any forward-looking statement speaks only as of the date on which such statement is made and Northern Tier undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
About Northern Tier
Northern Tier Energy LP is an indirect, wholly-owned subsidiary of Western Refining, Inc. Western Refining, Inc. is an independent refining and marketing company headquartered in El Paso, Texas. The Company operates refineries in El Paso, Gallup, New Mexico and St. Paul Park, Minnesota. The Company’s retail operations include retail service stations and convenience stores in Arizona, Colorado, Minnesota, New Mexico, Texas, and Wisconsin, operating primarily through the Giant, Howdy’s, and SuperAmerica brands. Western Refining, Inc. also owns the general partner and approximately 53 percent of the limited partnership interest of Western Refining Logistics, LP (NYSE:WNRL).
More information about Western Refining is available at www.wnr.com