8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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 21, 2014

Northern Tier Energy LP

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	001-35612  (Commission File Number)		80-0763623 (I.R.S. Employer Identification No.)
1250 W. Washington Street, Suite 300 Tempe, Arizona (Address of principal executive offices)		85281(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 1.02 Termination of a Material Definitive Agreement.

On September 21, 2014, J.P. Morgan Commodities Canada Corporation (“JPM CCC”) and St. Paul Park Refining Co. LLC (“SPPRC”), a wholly owned subsidiary of Northern Tier Energy LLC (“NTE”), which is a wholly owned subsidiary of Northern Tier Energy LP (“Northern Tier”), mutually agreed to terminate the Amended and Restated Crude Oil Supply Agreement dated March 29, 2012, by and between JPM CCC and SPPRC (the “Crude Intermediation Agreement”) and certain supplemental and ancillary agreements, effective September 30, 2014 (the “Effective Date”). The parties have agreed, among other things, that (a) upon termination of the Crude Intermediation Agreement, SPPRC will purchase all crude oil inventories owned by JPM CCC as of the Effective Date that were acquired by JPM CCC for the purposes of servicing the Crude Intermediation Agreement, with title and risk of loss for such crude oil passing to SPPR at such time; and (b) certain customary indemnities under the Crude Intermediation Agreement will survive the termination of such agreement.

ITEM 8.01 Other Events.

On September 22, 2014, Northern Tier issued a press release announcing the pricing of an additional $75 million of aggregate principal amount of NTE’s and Northern Tier Finance Corporation’s, a wholly owned subsidiary of NTE, 7.125% Senior Secured Notes due 2020. 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 herein.

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 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: September 25, 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.

EX-99.1

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 Pricing of Senior Secured Notes

TEMPE, Ariz., 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”) priced an additional $75 million in aggregate principal amount of their senior secured notes due 2020 (the “Notes”) in a private placement. The Notes will bear an interest rate of 7.125% per annum and will be issued at 105.750% of the par value plus accrued and unpaid interest, for a yield-to-worst of 5.545%. 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.