NTI / Northern Tier Energy LP - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Northern Tier Energy LP
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CIK 1533454
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northern Tier Energy LP
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
June 26, 2017 15-12B

Northern Tier Energy FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35612 Northern Tier Energy LP (Exact name of registrant as specified in

May 31, 2017 15-12B

Northern Tier Energy FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35612 Northern Tier Energy LP (Exact name of registrant as specified in

May 5, 2017 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of Incorporat

May 1, 2017 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State

March 1, 2017 10-K

Annual Report - 10-K

10-K 1 wnr12311610k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registr

March 1, 2017 EX-12.1

Computation of Earnings to Fixed Charges Year Ended December 31, 2016 2015 2014 2013 2012 (In thousands) Income before income taxes $ 241,874 $ 838,386 $ 1,002,676 $ 453,479 $ 617,087 Add: Interest expense and other financing costs 123,291 105,603 97

Exhibit 12.1 Computation of Earnings to Fixed Charges Year Ended December 31, 2016 2015 2014 2013 2012 (In thousands) Income before income taxes $ 241,874 $ 838,386 $ 1,002,676 $ 453,479 $ 617,087 Add: Interest expense and other financing costs 123,291 105,603 97,062 74,581 88,209 Amortization of capitalized interest 2,327 1,911 1,590 1,580 1,479 Interest component of rental expense 22,053 19,941

March 1, 2017 EX-21.1

SUBSIDIARIES OF WESTERN REFINING, INC. Name of Subsidiary State of Incorporation or Organization Ascarate Group LLC Delaware Ciniza Production Company New Mexico Dial Oil Co., LLC New Mexico Empire Oil Co. California Giant Four Corners, LLC Delaware

EX-21.1 3 exhibit211listofsubsidiari.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF WESTERN REFINING, INC. Name of Subsidiary State of Incorporation or Organization Ascarate Group LLC Delaware Ciniza Production Company New Mexico Dial Oil Co., LLC New Mexico Empire Oil Co. California Giant Four Corners, LLC Delaware Giant Industries, Inc. Delaware Giant Stop-N-Go of New Mexico, LLC New Mexico Minne

November 3, 2016 10-Q

Quarterly Report - 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State

November 3, 2016 EX-10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.3 2 exhibit103-dalkexamendedan.htm EXHIBIT 10.3 Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Western Refining GP, LLC, a Delaware limited liability company (the “Company”), and Gary R. Dalke (“Executive”), effective August 15, 2016 (the “Effective Date”). W I T N E S S E T H: WHEREAS, Executive

October 17, 2016 EX-99.1

Northern Tier Announces Tender Offer For Its 7.125% Senior Secured Notes

EX-99.1 2 d262259dex991.htm EX-99.1 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 [email protected] Northern Tier Announces Tender Offer For Its 7.125% Senior Secured Notes TEMPE, Arizona – October 17, 2016 – Northern Tier Energy LP, a De

October 17, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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

September 20, 2016 EX-10.1

TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT

EX-10.1 2 d255565dex101.htm EX-10.1 Exhibit 10.1 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT This T

September 20, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K 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 15, 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

September 7, 2016 EX-2.1

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING, INC., ST. PAUL PARK REFINING CO. LLC, WESTERN REFINING LOGISTICS GP, LLC WESTERN REFINING LOGISTICS, LP dated as of September 7, 2016 TABLE OF CONTENTS ARTICLE I DEFINIT

EX-2.1 2 d254693dex21.htm EX-2.1 Exhibit 2.1 Executed Version CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING, INC., ST. PAUL PARK REFINING CO. LLC, WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP dated as of September 7, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS 8 2.

September 7, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 7, 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 organiz

August 4, 2016 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of Incorporati

August 4, 2016 EX-10.3

INCREMENTAL SUPPLEMENT

EXECUTION VERSION Exhibit 10.3 INCREMENTAL SUPPLEMENT This INCREMENTAL SUPPLEMENT, dated as of June 23, 2016 (this “Incremental Supplement”), is entered into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders named on the signature pages here

August 4, 2016 EX-10.4

ASPHALT TRUCKING TRANSPORTATION SERVICES AGREEMENT

EX-10.4 3 exhibit104-asphalttrucking.htm EXHIBIT 10.4 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). Execution Copy Exhibit 10.4 ASPHALT TRUCKING TRANSPORTATION S

June 30, 2016 POSASR

Northern Tier Energy LP POSASR

As filed with the Securities and Exchange Commission on June 30, 2016 Registration No.

June 30, 2016 EX-99.(A)(4)

WESTERN REFINING AND NORTHERN TIER ANNOUNCE UNITHOLDER APPROVAL AND CLOSING OF MERGER

EX-99.(A)(4) 2 d155613dex99a4.htm EX-(A)(4) Exhibit (a)(4) WESTERN REFINING AND NORTHERN TIER ANNOUNCE UNITHOLDER APPROVAL AND CLOSING OF MERGER EL PASO, Texas — June 23, 2016 — Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (NYSE: NTI) today announced that at the special meeting of NTI common unitholders held on June 23, 2016, NTI unitholders voted to approve the previously announ

June 30, 2016 SC 13D/A

NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13D (AMENDMENT NO. 3) Activist Investment

SC 13D/A 1 d216745dsc13da.htm SC 13D (AMENDMENT NO. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Northern Tier Energy LP (Name of Issuer) Common Units, no par value (Title of Class of Securities) 665826103 (CUSIP Number) Lowry Barfield 123 W. Mills Avenue, Suite 200 El Paso, Texas 79901 (915)

June 30, 2016 S-8 POS

Northern Tier Energy LP S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 30, 2016 Registration No.

June 30, 2016 EX-99.L

INCREMENTAL SUPPLEMENT

EX-99.L 2 d216745dex99l.htm EX-L Exhibit L EXECUTION VERSION INCREMENTAL SUPPLEMENT This INCREMENTAL SUPPLEMENT, dated as of June 23, 2016 (this “Incremental Supplement”), is entered into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders nam

June 30, 2016 SC 13E3/A

NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13E-3 (AMENDMENT NO. 4)

SC 13E-3 (Amendment No. 4) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) NORTHERN TIER ENERGY LP (Name of the Issuer) WESTERN REFINING, INC. NORTHERN TIER ENERGY GP LLC (Name of Person(s) Filing Statement) Common Units Representing Limited Partne

June 29, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

Form 8-K 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): June 23, 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 Or

June 29, 2016 EX-99.1

NORTHERN TIER AND WESTERN REFINING ANNOUNCE PRORATION RESULTS IN CONNECTION WITH MERGER

EX-99.1 2 d219654dex991.htm EX-99.1 Exhibit 99.1 NORTHERN TIER AND WESTERN REFINING ANNOUNCE PRORATION RESULTS IN CONNECTION WITH MERGER TEMPE, Arizona— June 29, 2016 — Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (“NTI”), a wholly-owned subsidiary of WNR, today announced that they have received the Merger Consideration proration results from American Stock Transfer & Trust Compa

June 24, 2016 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 5, 2016, pursuant to the provisions of Rule 12d2-2 (a).

June 23, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): June 23, 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 Or

June 23, 2016 EX-99.1

NORTHERN TIER AND WESTERN REFINING ANNOUNCE UNITHOLDER APPROVAL AND CLOSING OF MERGER

EX-99.1 Exhibit 99.1 NORTHERN TIER AND WESTERN REFINING ANNOUNCE UNITHOLDER APPROVAL AND CLOSING OF MERGER TEMPE, Arizona ? June 23, 2016 ? Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (NYSE: NTI) today announced that at the special meeting of NTI common unitholders held on June 23, 2016, NTI unitholders voted to approve the previously announced merger of NTI and a subsidiary of

June 22, 2016 EX-99.1

Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results

EX-99.1 2 d386742dex991.htm EX-99.1 Exhibit 99.1 Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results EL PASO, TEXAS – June 22, 2016 – Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (NYSE: NTI) today announced the preliminary results of the elections made by NTI common unitholders regarding their preference as to the form of merger considera

June 22, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d386742d8k.htm FORM 8-K 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): June 22, 2016 Northern Tier Energy LP (Exact name of registrant as specified in its charter) Delaware 001-35612 80-0763623 (State or Other Jurisdiction o

June 22, 2016 EX-99.1

Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results

EX-99.1 Exhibit 99.1 Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results EL PASO, TEXAS ? June 22, 2016 ? Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (NYSE: NTI) today announced the preliminary results of the elections made by NTI common unitholders regarding their preference as to the form of merger consideration to be received in WNR?s

June 22, 2016 425

Northern Tier Energy LP FORM 8-K (Prospectus)

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): June 22, 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 Organizatio

June 22, 2016 EX-99.1

Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results

EX-99.1 2 d378027dex991.htm EX-99.1 Exhibit 99.1 Western Refining and Northern Tier Announce Preliminary Merger Consideration Election Results EL PASO, TEXAS – June 22, 2016 – Western Refining, Inc. (NYSE: WNR) and Northern Tier Energy LP (NYSE: NTI) today announced the preliminary results of the elections made by NTI common unitholders regarding their preference as to the form of merger considera

June 22, 2016 425

Northern Tier Energy LP FORM 8-K (Prospectus)

Form 8-K 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): June 22, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Comm

June 20, 2016 425

Northern Tier Energy LP FORM 8-K (Prospectus)

Form 8-K 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): June 20, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Comm

June 20, 2016 EX-99.2

2016 Wells Fargo

EX-99.2 3 d212764dex992.htm EX-99.2 2016 Wells Fargo West Coast Energy Conference June 21, 2016 Exhibit 99.2 2 Cautionary Statements This presentation includes “forward-looking statements” by Western Refining, Inc. (“Western” or “WNR”) which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995. The forward-looking statements reflect Western’s curre

June 20, 2016 EX-99.1

WESTERN REFINING TO PARTICIPATE IN THE 2016 WELLS FARGO WEST COAST ENERGY CONFERENCE

EX-99.1 2 d212764dex991.htm EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Jeffrey S. Beyersdorfer Gary Hanson (602) 286-1530 (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING TO PARTICIPATE IN THE 2016 WELLS FARGO WEST COAST ENERGY CONFERENCE EL PASO, Texas – June 20, 2016 – Western Refining, Inc. (NYSE:WNR) today announced that Company management will participat

June 13, 2016 EX-99.1

Northern Tier Announces Prorated Second Quarter 2016 Distribution of $0.18 per Common Unit

EX-99.1 2 d202964dex991.htm EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] Northern Tier Announces Prorated Second Quarter 2016 Distribution of $0.18 per Common Unit Tempe, Ariz., June 13, 2016 (Globe Newswire) - Northern Tier Energy LP and its subsidiaries (NYSE:NTI) (colle

June 13, 2016 8-K

Current Report

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): June 13, 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) (Commission F

June 13, 2016 EX-99.1

Northern Tier Announces Prorated Second Quarter 2016 Distribution of $0.18 per Common Unit

EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] Northern Tier Announces Prorated Second Quarter 2016 Distribution of $0.18 per Common Unit Tempe, Ariz., June 13, 2016 (Globe Newswire) - Northern Tier Energy LP and its subsidiaries (NYSE:NTI) (collectively, ?Northern Tier? or

June 13, 2016 425

Northern Tier Energy LP FORM 8-K (Prospectus)

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): June 13, 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) (Commission F

June 8, 2016 425

Northern Tier Energy LP FILED PURSUANT TO RULE 425 (Prospectus)

Filed Pursuant to Rule 425 Bank of America Merrill Lynch 2016 Energy Credit Conference June 8, 2016 Filed by Western Refining, Inc.

June 7, 2016 425

Northern Tier Energy LP FILED PURSUANT TO RULE 425 (Prospectus)

Filed Pursuant to Rule 425 RBC 2016 Global Energy and Power Executive Conference June 7, 2016 Filed by Western Refining, Inc.

June 3, 2016 425

Northern Tier Energy LP FORM 8-K (Prospectus)

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): May 27, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Commission Fil

June 3, 2016 EX-10.2

AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT

EX-10.2 3 dp66272ex1002.htm EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION VERSION AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT, dated as of May 27, 2016 (this “Amendment”), is entered into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacit

June 3, 2016 EX-10.1

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

EX-10.1 2 dp66272ex1001.htm EXHIBIT 10.1 EXHIBIT 10.1 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Second Amendment”) is dated as of May 27, 2016, among WESTERN REFINING, INC., a Delaware corporation (the “Borrower”), the other Persons party hereto as Guarantors, the Lenders signatory

June 2, 2016 425

Northern Tier Energy LP FORM 8-K/425 (Prospectus)

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): June 1, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Commission Fil

May 31, 2016 425

Northern Tier Energy LP 425 (Prospectus)

425 Filed by Western Refining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Northern Tier Energy LP Form S-4 File Number: 333-209031 Western Refining Announces Successful Syndication of $500 Million Term Loan B-2 Proceeds will be used to partially fund acquisition of Northern Tier Energy

May 31, 2016 SD

Northern Tier Energy LP SD

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD S PECIALIZED D ISCLOSURE REPORT NORTHERN TIER ENERGY LP (Exact name of the 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, A

May 23, 2016 425

Northern Tier Energy LP FORM 8-K (Prospectus)

Form 8-K 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): May 23, 2016 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Commi

May 23, 2016 EX-99.1

WESTERN REFINING ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT

EX-99.1 2 d191246dex991.htm EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Jeffrey S. Beyersdorfer (602) 286-1530 Media Contact: Gary Hanson (602) 286-1777 Michelle Clemente (602) 286-1533 WESTERN REFINING ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT EL PASO, Texas — May 23, 2016 — Western Refining, Inc. (NYSE:WNR) today announced that its Registration Statement on Form S-4, filed in conn

May 23, 2016 EX-99.1

NORTHERN TIER ENERGY LP ANNOUNCES MAILING OF PROXY STATEMENT AND ELECTION FORMS

EX-99.1 2 d192359dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Paul E. Anderson Gary Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] NORTHERN TIER ENERGY LP ANNOUNCES MAILING OF PROXY STATEMENT AND ELECTION FORMS Tempe, Ariz., - May 23, 2016 - (Globe Newswire) - Northern Tier Energy LP (NYSE: NTI) today announ

May 23, 2016 8-K

Current Report

Form 8-K 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): May 23, 2016 Northern Tier Energy LP (Exact name of registrant as specified in its charter) Delaware 001-35612 80-0763623 (State or other jurisdiction (Commission (I.R.S. Emp

May 23, 2016 EX-99.1

NORTHERN TIER ENERGY LP ANNOUNCES MAILING OF PROXY STATEMENT AND ELECTION FORMS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Paul E. Anderson Gary Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] NORTHERN TIER ENERGY LP ANNOUNCES MAILING OF PROXY STATEMENT AND ELECTION FORMS Tempe, Ariz., - May 23, 2016 - (Globe Newswire) - Northern Tier Energy LP (NYSE: NTI) today announced that Western Refining, I

May 23, 2016 425

Northern Tier Energy LP FORM 8-K (Prospectus)

Form 8-K 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): May 23, 2016 Northern Tier Energy LP (Exact name of registrant as specified in its charter) Delaware 001-35612 80-0763623 (State or other jurisdiction (Commission (I.R.S. Emp

May 23, 2016 DEFM14A

Northern Tier Energy LP DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 12, 2016 425

Northern Tier Energy LP 425 (Prospectus)

May 12, 2016 Morgan Stanley Refining Corporate Access Day Filed by Northern Tier Energy LP Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Northern Tier Energy LP Form S-4 File No.

May 12, 2016 SC 13E3/A

NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13E-3 (AMENDMENT NO. 3)

SC 13E-3 (Amendment No. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) NORTHERN TIER ENERGY LP (Name of the Issuer) WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC (Name of Person(s) Filing Statement) Common Units

May 11, 2016 8-K

Northern Tier Energy LP 8-K (Current Report/Significant Event)

SEC Document 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): May 11, 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

May 11, 2016 EX-99.1

NORTHERN TIER TO PARTICIPATE IN THE MORGAN STANLEY REFINING CORPORATE ACCESS DAY

EX-99.1 2 morganstanleyrefining.htm EXHIBIT 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 [email protected] NORTHERN TIER TO PARTICIPATE IN THE MORGAN STANLEY REFINING CORPORATE ACCESS DAY Tempe, Ariz., - May 11, 2016 - (Globe Newswire) - Northern Tier Energy LP (NYSE: NTI) (“Northern Tier”) to

May 11, 2016 425

Northern Tier Energy LP 425 (Prospectus)

425 Citi 2016 Global Energy & Utilities Conference May 11, 2016 On May 11, 2016, Western Refining, Inc.

May 3, 2016 EX-99.2

First Quarter 2016 Earnings Conference Call and Webcast May 3, 2016 Forward Looking Statements 1 This presentation contains forward‐looking statements which reflect Northern Tier’s views and assumptions on the date of this press release regarding fut

EX-99.2 3 q116earningsslidesvfinal.htm EXHIBIT 99.2 First Quarter 2016 Earnings Conference Call and Webcast May 3, 2016 Forward Looking Statements 1 This presentation contains forward‐looking statements which reflect Northern Tier’s views and assumptions on the date of this press release regarding future events. The forward‐looking statements contained herein include statements about, among other

May 3, 2016 8-K

Current Report

8-K 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): May 3, 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 organizat

May 3, 2016 EX-99.1

Northern Tier Reports First Quarter 2016 Results

Exhibit Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] Northern Tier Reports First Quarter 2016 Results Highlights ? First quarter net income of $14.7 million and adjusted EBITDA of $28.2 million ? Solid operations with total refinery throughput averaging 100,600 barrels per day ? S

May 3, 2016 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 Northern Tier Energy LP

April 19, 2016 EX-99.1

NORTHERN TIER ENERGY LP ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING OF UNITHOLDERS

EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul E. Anderson (651) 458-6494 Gary Hanson (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] NORTHERN TIER ENERGY LP ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING OF UNITHOLDERS TEMPE, Ariz. ? April 19, 2016 ? Northern Tier Energy LP (NYSE: NTI) today announced that it has established a record date of May 1

April 19, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d132888d8k.htm FORM 8-K 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): April 19, 2016 Northern Tier Energy LP (Exact name of registrant as specified in its charter) Delaware 001-35612 80-0763623 (State or Other Jurisdiction

April 19, 2016 425

Northern Tier Energy LP FORM 8-K (Prospectus)

Form 8-K 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): April 19, 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 O

April 19, 2016 EX-99.1

NORTHERN TIER ENERGY LP ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING OF UNITHOLDERS

EX-99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul E. Anderson (651) 458-6494 Gary Hanson (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] NORTHERN TIER ENERGY LP ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING OF UNITHOLDERS TEMPE, Ariz. ? April 19, 2016 ? Northern Tier Energy LP (NYSE: NTI) today announced that it has established a record date of May 1

April 19, 2016 SC 13E3/A

NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13E-3 (AMENDMENT NO. 2)

SC 13E-3 (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) NORTHERN TIER ENERGY LP (Name of the Issuer) WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC (Name of Person(s) Filing Statement) Common Units

March 21, 2016 8-K

Current Report

8-K 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): March 21, 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 organi

March 21, 2016 EX-99.1

NORTHERN TIER TO PARTICIPATE IN THE SCOTIA HOWARD WEIL 2016 ENERGY CONFERENCE

Exhibit Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] NORTHERN TIER TO PARTICIPATE IN THE SCOTIA HOWARD WEIL 2016 ENERGY CONFERENCE Tempe, Ariz., - March 21, 2016 - (Globe Newswire) - Northern Tier Energy LP (NYSE: NTI) (?Northern Tier?) today announced that Northern Tier management w

March 18, 2016 SC 13E3/A

NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13E-3 (AMENDMENT NO. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) NORTHERN TIER ENERGY LP (Name of the Issuer) WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC (Name of Person(s) Filing Statement) Common Units Representing Limited Partn

March 14, 2016 425

Northern Tier Energy LP FILED PURSUANT TO RULE 425 (Prospectus)

Filed Pursuant to Rule 425 Cowen Permian Tour March 14, 2016 Filed by Western Refining, Inc.

March 3, 2016 425

Northern Tier Energy LP 425 (Prospectus)

425 March 3, 2016 Bank of America Merrill Lynch 2016 Refining Conference Filed by Northern Tier Energy LP Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Tier Energy LP Form S-4 File No.

March 3, 2016 425

Northern Tier Energy LP 425 (Prospectus)

Simmons & Company 16 th Annual Energy Conference March 3, 2016 Filed by Western Refining, Inc.

March 2, 2016 8-K

Current Report

8-K 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): March 2, 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 organiz

March 2, 2016 EX-99.1

NORTHERN TIER TO PARTICIPATE IN THE BANK OF AMERICA MERRILL LYNCH 2016 REFINING CONFERENCE

Exhibit Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] NORTHERN TIER TO PARTICIPATE IN THE BANK OF AMERICA MERRILL LYNCH 2016 REFINING CONFERENCE Tempe, Ariz., - March 2, 2016 - /Globe Newswire/ -Northern Tier Energy LP (NYSE: NTI) (?Northern Tier?) today announced that Northern Tier m

February 26, 2016 10-K

Northern Tier Energy LP 10-K (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Wa s hington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 Northern Tier Energy

February 26, 2016 EX-21.1

SUBSIDIARIES OF NORTHERN TIER ENERGY LP

Exhibit 21.1 SUBSIDIARIES OF NORTHERN TIER ENERGY LP The subsidiaries of Northern Tier Energy LP are listed below. Name State of Organization Percent owned Northern Tier Energy Holdings LLC Delaware 100% Northern Tier Energy LLC (99.99% owned by Northern Tier Energy LP; 0.01% owned by Northern Tier Energy Holdings LLC) Delaware 100% Northern Tier Finance Corporation (wholly-owned by Northern Tier

February 26, 2016 EX-12.1

Ratio of Earnings to Fixed Charges

Exhibit 12.1 Ratio of Earnings to Fixed Charges The ratio of earnings to fixed charges for the periods indicated are stated below. For this purpose, "earnings" include pre-tax earnings before income from equity investees plus fixed charges and distributed income of equity investees. "Fixed charges" include interest, amortization of debt expense, capitalized interest and the portion of rental expen

February 25, 2016 EX-99.1

Northern Tier Reports Full Year and Fourth Quarter 2015 Results

Exhibit Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] Northern Tier Reports Full Year and Fourth Quarter 2015 Results Highlights: ? Achieved record fourth quarter and full year total refinery throughput ? Increased retail footprint of company-operated and franchise locations by a c

February 25, 2016 8-K

Northern Tier Energy LP 8-K (Current Report/Significant Event)

8-K 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 25, 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 org

February 25, 2016 EX-99.2

Fourth Quarter and Full Year 2015 Earnings Conference Call and Webcast February 25, 2016 Forward Looking Statements 1 This presentation contains forward-looking statements which reflect Northern Tier’s views and assumptions on the date of this press

q415earningsslidesfinal Fourth Quarter and Full Year 2015 Earnings Conference Call and Webcast February 25, 2016 Forward Looking Statements 1 This presentation contains forward-looking statements which reflect Northern Tier?s views and assumptions on the date of this press release regarding future events.

February 3, 2016 EX-99.1

NORTHERN TIER ANNOUNCES FOURTH QUARTER 2015 DISTRIBUTION OF $0.38 PER COMMON UNIT

Exhibit 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 [email protected] NORTHERN TIER ANNOUNCES FOURTH QUARTER 2015 DISTRIBUTION OF $0.38 PER COMMON UNIT Tempe, Ariz., - February 3, 2016 - (Globe Newswire) - Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced the declaration of a ca

February 3, 2016 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition

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 3, 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 organiza

January 19, 2016 EX-99.C.7

Materials Prepared for the Conflicts Committee of the Board of Directors of Northern Tier Energy GP LLC

EX-(c)(7) Exhibit (c)(7) Materials Prepared for the Conflicts Committee of the Board of Directors of Northern Tier Energy GP LLC Discussion Materials Regarding Project Myriad December 21, 2015 These materials have been prepared by Evercore Group L.

January 19, 2016 EX-99.C.2

1

EX-(c)(2) Exhibit (c)(2) Materials Prepared for the Conflicts Committee of the Board of Directors of Northern Tier Energy GP LLC Discussion Materials Regarding Project Myriad December 1, 2015 Evercore Northern Tier These materials have been prepared by Evercore Group L.

January 19, 2016 EX-99.C.4

Summary of Proposals Preliminary Draft – Confidential ($ in millions, except per share/unit prices)

EX-(c)(4) Exhibit (c)(4) Summary of Proposals Preliminary Draft – Confidential ($ in millions, except per share/unit prices) NTI/WNR—20-Day VWAP (10/23/15) NTI 20-Day VWAP (10/23/15) / WNR (12/11/15) NTI (10/23/15) / WNR (12/11/15) Original Counter Counter Counter Original Counter Counter Counter Original Counter Counter Counter Proposal Proposal I Proposal II Proposal III Proposal Proposal I Proposal II Proposal III Proposal Proposal I Proposal II Proposal III WNR Price $44.

January 19, 2016 EX-99.C.5

Discussion Materials Preliminary Draft – Confidential Summary of Proposals ($ in millions, except per share/unit prices)

EX-(c)(5) Exhibit (c)(5) Discussion Materials Preliminary Draft – Confidential Summary of Proposals ($ in millions, except per share/unit prices) NTI/WNR—20-Day VWAP (10/23/15) NTI 20-Day VWAP (10/23/15) / WNR (12/16/15) NTI (10/23/15) / WNR (12/16/15) Original Counter Counter Original Counter Counter Original Counter Counter Proposal Proposal I Proposal II Proposal Proposal I Proposal II Proposal Proposal I Proposal II WNR Price $44.

January 19, 2016 SC 13E3

NTI / Northern Tier Energy LP / Western Refining, Inc. - SCHEDULE 13E-3

Schedule 13E-3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e) of the Securities Exchange Act of 1934) NORTHERN TIER ENERGY LP (Name of the Issuer) WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC (Name of Person(s) Filing Statement) Common Units Representing Limited Partner I

January 19, 2016 EX-99.C.3

Discussion Materials Regarding Project Myriad

EX-99.C.3 3 d255207dex99c3.htm EX-(C)(3) Exhibit (c)(3) Discussion Materials Regarding Project Myriad December 9, 2015 Materials Prepared for the Conflicts Committee of the Board of Directors of Northern Tier Energy GP LLC These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors (the “Board”) of North

January 19, 2016 EX-99.C.10

Presentation to the Board of Directors of Western Refining Project Myriad December 7, 2015

EX-(c)(10) Exhibit (c)(10) Exhibit (c)(9) Presentation to the Board of Directors of Western Refining Project Myriad December 7, 2015 Disclaimer These materials have been jointly prepared by Goldman Sachs and the senior management of Western Refining, Inc.

January 19, 2016 EX-99.C.8

Presentation to the Board of Directors of

EX-(c)(8) Exhibit (c)(8) Presentation to the Board of Directors of Leonard Project Myriad October 16, 2015 Table of Contents I.

January 19, 2016 EX-99.C.11

Presentation to the Board of Directors of Western Refining Project Myriad December 21, 2015

EX-(c)(11) Exhibit (c)(11) Presentation to the Board of Directors of Western Refining Project Myriad December 21, 2015 Disclaimer These materials have been jointly prepared by Goldman Sachs and the senior management of Western Refining, Inc.

January 19, 2016 EX-99.C.6

Materials Prepared for the Conflicts Committee of the Board of Directors of Northern Tier Energy GP LLC

EX-(c)(6) Exhibit (c)(6) Exhibit (c)(6) Materials Prepared for the Conflicts Committee of the Board of Directors of Northern Tier Energy GP LLC Discussion Materials Regarding Project Myriad December 21, 2015 These materials have been prepared by Evercore Group L.

January 19, 2016 EX-99.F.2

Delaware Revised Uniform Limited Partnership Act

EX-(f)(2) Exhibit (f)(2) Delaware Revised Uniform Limited Partnership Act Delaware Code Title 6 § 17-212: A partnership agreement or an agreement of merger or consolidation or a plan of merger may provide that contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class or group or series of partners or partnershi

January 19, 2016 EX-99.C.9

Presentation to the Board of Directors of Leonard Project Myriad October 22, 2015

EX-(c)(9) Exhibit (c)(9) Presentation to the Board of Directors of Leonard Project Myriad October 22, 2015 Disclaimer These materials have been jointly prepared by Goldman Sachs and the senior management of Leonard (the “Company”) and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of the Company in connection with their consideration of the matters referred to herein.

January 5, 2016 425

Northern Tier Energy 425 (Prospectus)

425 January 5, 2016 Wolfe Research 2016 Refining Conference Filed by Northern Tier Energy LP Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Tier Energy LP Commission File No.

January 5, 2016 425

Western Refining 425 (Prospectus)

Filed by Western Refining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Northern Tier Energy LP Commission File No.: 001-35612 On January 5, 2016, Western Refining, Inc. made available on its website the following presentation, which it will present later that day at the Wolfe Research

January 4, 2016 EX-99.1

NORTHERN TIER TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES

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 [email protected] NORTHERN TIER TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES Tempe, Ariz., ? Jan. 4, 2016 ? (Globe Newswire)?Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced that Northern Tier management will participate in

January 4, 2016 8-K

Northern Tier Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): January 4, 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

December 23, 2015 425

Northern Tier Energy 8-K (Prospectus)

8-K 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): December 21, 2015 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 Org

December 23, 2015 EX-99.2

Cautionary Statements This presentation includes “forward-looking statements” by Western Refining, Inc. (“Western” or “WNR”) (which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995) and by Norther

EX-99.2 Merger of Western Refining and Northern Tier December 22, 2015 Exhibit 99.2 Cautionary Statements This presentation includes ?forward-looking statements? by Western Refining, Inc. (?Western? or ?WNR?) (which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995) and by Northern Tier Energy LP (?Northern Tier? or ?NTI?). The forward-looking s

December 23, 2015 8-K

Northern Tier Energy 8-K (Current Report/Significant Event)

8-K 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): December 21, 2015 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 Org

December 23, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC NORTHERN TIER ENERGY LP Dated as of December 21, 2015 TABLE OF CONTENTS ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER 71 S

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC and NORTHERN TIER ENERGY GP LLC NORTHERN TIER ENERGY LP Dated as of December 21, 2015 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation 15 ARTICLE II THE MERGER; EFFECTS OF THE MERGER 15 Section 2.1 The Merger and Additional Tr

December 23, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC NORTHERN TIER ENERGY LP Dated as of December 21, 2015 TABLE OF CONTENTS ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER 71 S

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC and NORTHERN TIER ENERGY GP LLC NORTHERN TIER ENERGY LP Dated as of December 21, 2015 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation 15 ARTICLE II THE MERGER; EFFECTS OF THE MERGER 15 Section 2.1 The Merger and Additional Tr

December 23, 2015 EX-99.2

Cautionary Statements This presentation includes “forward-looking statements” by Western Refining, Inc. (“Western” or “WNR”) (which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995) and by Norther

EX-99.2 Merger of Western Refining and Northern Tier December 22, 2015 Exhibit 99.2 Cautionary Statements This presentation includes ?forward-looking statements? by Western Refining, Inc. (?Western? or ?WNR?) (which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995) and by Northern Tier Energy LP (?Northern Tier? or ?NTI?). The forward-looking s

December 23, 2015 EX-99.1

WESTERN REFINING NORTHERN TIER Moderator: Jeff Beyersdorfer December 22, 2015 10:00 a.m. ET

EX-99.1 Exhibit 99.1 WESTERN REFINING NORTHERN TIER Moderator: Jeff Beyersdorfer December 22, 2015 10:00 a.m. ET Operator: This is Conference #: 13835929 Operator: Good morning and welcome to the Western Refining conference call to discuss the purchase of remaining NTI common units. After the speakers? remarks, there will be a question and answer session. If you would like to ask a question during

December 23, 2015 EX-99.1

WESTERN REFINING NORTHERN TIER Moderator: Jeff Beyersdorfer December 22, 2015 10:00 a.m. ET

EX-99.1 Exhibit 99.1 WESTERN REFINING NORTHERN TIER Moderator: Jeff Beyersdorfer December 22, 2015 10:00 a.m. ET Operator: This is Conference #: 13835929 Operator: Good morning and welcome to the Western Refining conference call to discuss the purchase of remaining NTI common units. After the speakers? remarks, there will be a question and answer session. If you would like to ask a question during

December 22, 2015 EX-99.1

WESTERN REFINING NORTHERN TIER Moderator: Jeff Beyersdorfer December 22, 2015 10:00 a.m. ET

EX-99.1 Exhibit 99.1 WESTERN REFINING NORTHERN TIER Moderator: Jeff Beyersdorfer December 22, 2015 10:00 a.m. ET Operator: This is Conference #: 13835929 Operator: Good morning and welcome to the Western Refining conference call to discuss the purchase of remaining NTI common units. After the speakers? remarks, there will be a question and answer session. If you would like to ask a question during

December 22, 2015 EX-99.2

Cautionary Statements This presentation includes “forward-looking statements” by Western Refining, Inc. (“Western” or “WNR”) (which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995) and by Norther

EX-99.2 Merger of Western Refining and Northern Tier December 22, 2015 Exhibit 99.2 Cautionary Statements This presentation includes ?forward-looking statements? by Western Refining, Inc. (?Western? or ?WNR?) (which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995) and by Northern Tier Energy LP (?Northern Tier? or ?NTI?). The forward-looking s

December 22, 2015 SC 13D/A

NTI / Northern Tier Energy LP / Western Refining, Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Northern Tier Energy LP (Name of Issuer) Common Units, no par value (Title of Class of Securities) 665826103 (CUSIP Number) Lowry Barfield 123 W. Mills Avenue, Suite 200 El Paso, Texas 79901 (915) 534-1400 (Name, Address and Telephone Number o

December 22, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC NORTHERN TIER ENERGY GP LLC NORTHERN TIER ENERGY LP Dated as of December 21, 2015 TABLE OF CONTENTS ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER 71 S

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC and NORTHERN TIER ENERGY GP LLC NORTHERN TIER ENERGY LP Dated as of December 21, 2015 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation 15 ARTICLE II THE MERGER; EFFECTS OF THE MERGER 15 Section 2.1 The Merger and Additional Tr

December 22, 2015 425

Western Refining 8-K (Prospectus)

8-K 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): December 21, 2015 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Commi

December 21, 2015 EX-99.1

NORTHERN TIER AND WESTERN REFINING ANNOUNCE DEFINITIVE MERGER AGREEMENT

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORTHERN TIER AND WESTERN REFINING ANNOUNCE DEFINITIVE MERGER AGREEMENT ? Northern Tier unitholders to receive $15 cash and 0.2986 of a Western Refining share in exchange for each Northern Tier common unit ? Allows Northern Tier unitholders to elect all cash or all stock consideration, subject to proration ? Merger results in diversified refining asset ba

December 21, 2015 EX-99.1

NORTHERN TIER AND WESTERN REFINING ANNOUNCE DEFINITIVE MERGER AGREEMENT

EX-99.1 2 d105585dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NORTHERN TIER AND WESTERN REFINING ANNOUNCE DEFINITIVE MERGER AGREEMENT • Northern Tier unitholders to receive $15 cash and 0.2986 of a Western Refining share in exchange for each Northern Tier common unit • Allows Northern Tier unitholders to elect all cash or all stock consideration, subject to proration • Merger results in d

December 21, 2015 8-K

Northern Tier Energy 8-K (Current Report/Significant Event)

8-K 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): December 21, 2015 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 Org

December 21, 2015 425

Western Refining 8-K (Prospectus)

8-K 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): December 21, 2015 WESTERN REFINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32721 20-3472415 (State or other jurisdiction of incorporation) (Commi

December 21, 2015 EX-99.1

WESTERN REFINING AND NORTHERN TIER ANNOUNCE DEFINITIVE MERGER AGREEMENT

Exhibit 99.1 FOR IMMEDIATE RELEASE WESTERN REFINING AND NORTHERN TIER ANNOUNCE DEFINITIVE MERGER AGREEMENT • Northern Tier unitholders to receive $15 cash and 0.2986 of a Western Refining share in exchange for each Northern Tier common unit • Allows Northern Tier unitholders to elect all cash or all stock consideration, subject to proration • Merger results in diversified refining asset base with

December 21, 2015 425

Northern Tier Energy 8-K (Prospectus)

8-K 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): December 21, 2015 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 Org

November 30, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN COWEN AND COMPANY 5TH ANNUAL ULTIMATE ENERGY CONFERENCE

Exhibit 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 [email protected] NORTHERN TIER TO PARTICIPATE IN COWEN AND COMPANY 5 TH ANNUAL ULTIMATE ENERGY CONFERENCE Tempe, Ariz., - Nov. 30, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE: NTI) (?Northern Tier?) today announced that Northern Tier

November 30, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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 30, 2015 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 org

November 3, 2015 EX-99.2

Third Quarter 2015 Earnings Conference Call and Webcast November 3, 2015 Forward Looking Statements 1 This presentation contains forward-looking statements which reflect Northern Tier’s views and assumptions on the date of this earnings conference ca

q315earningsslidesr3645a Third Quarter 2015 Earnings Conference Call and Webcast November 3, 2015 Forward Looking Statements 1 This presentation contains forward-looking statements which reflect Northern Tier?s views and assumptions on the date of this earnings conference call regarding future events.

November 3, 2015 EX-99.1

Northern Tier Reports Third Quarter 2015 Results

EX-99.1 2 q315nteearningsrelease.htm EXHIBIT 99.1 Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] Northern Tier Reports Third Quarter 2015 Results Highlights • Third quarter Adjusted Net Income of $140.3 million and Adjusted EBITDA of $173.3 million • Declares third quarter distribut

November 3, 2015 8-K

Current Report

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 3, 2015 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 organiza

November 3, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 Northern Tier Energ

October 26, 2015 EX-99.2

October 23, 2015

EX-99.2 3 dp60654ex9902.htm EXHIBIT 99.2 EXHIBIT 99.2 October 23, 2015 Via email Mr. Rocky Duckworth, Chairman Mr. Timothy Bennett Mr. Thomas Hofmann Mr. Dan F. Smith 1250 W. Washington Suite 300 Tempe, Arizona 85281 Gentlemen: Western Refining, Inc. (“Western”) is pleased to submit a proposal (the “Proposal”) pursuant to which Western would acquire all of the outstanding common units of Northern

October 26, 2015 SC 13D/A

NTI / Northern Tier Energy LP / Western Refining, Inc. - FORM SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

October 26, 2015 EX-99.J

WESTERN REFINING MAKES OFFER TO ACQUIRE ALL PUBLICLY-TRADED UNITS OF NORTHERN TIER ENERGY LP

EXHIBIT J FOR IMMEDIATE RELEASE Investor and Analyst Contact: Media Contact: Jeffrey S.

October 26, 2015 8-K

Financial Statements and Exhibits, Other Events

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 23, 2015 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 Organiza

October 26, 2015 425

Western Refining FORM 8-K (Prospectus)

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 23, 2015 WESTERN REFINING, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32721 (Commission File Numbe

October 26, 2015 EX-99.1

NORTHERN TIER ANNOUNCES RECEIPT OF BUYOUT PROPOSAL OF ALL PUBLICLY TRADED UNITS FROM WESTERN REFINING

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 [email protected] NORTHERN TIER ANNOUNCES RECEIPT OF BUYOUT PROPOSAL OF ALL PUBLICLY TRADED UNITS FROM WESTERN REFINING TEMPE, Ariz. ? October 26, 2015 ? Northern Tier Energy LP (NYSE: NTI) today announced that the Conflicts Committee of the Board of Dir

October 26, 2015 EX-99.I

October 23, 2015

EXHIBIT I October 23, 2015 Via email Mr. Rocky Duckworth, Chairman Mr. Timothy Bennett Mr. Thomas Hofmann Mr. Dan F. Smith 1250 W. Washington Suite 300 Tempe, Arizona 85281 Gentlemen: Western Refining, Inc. (“Western”) is pleased to submit a proposal (the “Proposal”) pursuant to which Western would acquire all of the outstanding common units of Northern Tier Energy LP (“NTI”) not already owned by

October 26, 2015 425

Northern Tier Energy FORM 8-K (Prospectus)

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 23, 2015 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 Organiza

October 26, 2015 EX-99.2

October 23, 2015

EX-99.2 3 dp60654ex9902.htm EXHIBIT 99.2 EXHIBIT 99.2 October 23, 2015 Via email Mr. Rocky Duckworth, Chairman Mr. Timothy Bennett Mr. Thomas Hofmann Mr. Dan F. Smith 1250 W. Washington Suite 300 Tempe, Arizona 85281 Gentlemen: Western Refining, Inc. (“Western”) is pleased to submit a proposal (the “Proposal”) pursuant to which Western would acquire all of the outstanding common units of Northern

October 26, 2015 EX-99.1

WESTERN REFINING MAKES OFFER TO ACQUIRE ALL PUBLICLY-TRADED UNITS OF NORTHERN TIER ENERGY LP

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 WESTERN REFINING MAKES OFFER TO ACQUIRE ALL PUBLICLY-TRADED UNITS OF NORTHERN TIER ENERGY LP EL PASO, Texas ? October 26, 2015 - Western Refining, Inc. (NYSE:WNR) today announced that it has submitted a proposal to the Co

October 26, 2015 EX-99.1

NORTHERN TIER ANNOUNCES RECEIPT OF BUYOUT PROPOSAL OF ALL PUBLICLY TRADED UNITS FROM WESTERN REFINING

EX-99.1 2 dp60654ex9901.htm EXHIBIT 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 [email protected] NORTHERN TIER ANNOUNCES RECEIPT OF BUYOUT PROPOSAL OF ALL PUBLICLY TRADED UNITS FROM WESTERN REFINING TEMPE, Ariz. — October 26, 2015 — Northern Tier Energy LP (NYSE: NTI) today announced that th

October 7, 2015 EX-99.1

NORTHERN TIER ANNOUNCES COMPLETION OF UNPLANNED MAINTENANCE ON THE SAINT PAUL PARK REFINERY NO. 2 CRUDE UNIT

Exhibit 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 [email protected] NORTHERN TIER ANNOUNCES COMPLETION OF UNPLANNED MAINTENANCE ON THE SAINT PAUL PARK REFINERY NO. 2 CRUDE UNIT Tempe, Ariz., - Oct. 7, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today reported th

October 7, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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 7, 2015 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 organ

September 29, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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 29, 2015 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 or

September 29, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN THE DEUTSCHE BANK 23RD ANNUAL LEVERAGED FINANCE CONFERENCE

Exhibit 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 [email protected] NORTHERN TIER TO PARTICIPATE IN THE DEUTSCHE BANK 23 RD ANNUAL LEVERAGED FINANCE CONFERENCE Tempe, Ariz., - Sept. 29, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced that Northern Ti

September 17, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 17, 2015 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 organi

September 17, 2015 EX-99.1

NORTHERN TIER ANNOUNCES UNPLANNED MAINTENANCE ON THE SAINT PAUL PARK REFINERY NO. 2 CRUDE UNIT

Exhibit 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 [email protected] NORTHERN TIER ANNOUNCES UNPLANNED MAINTENANCE ON THE SAINT PAUL PARK REFINERY NO. 2 CRUDE UNIT Tempe, Ariz., - Sept. 17, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced that the St.

September 8, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN BARCLAYS CEO ENERGY-POWER CONFERENCE

Exhibit 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 [email protected] NORTHERN TIER TO PARTICIPATE IN BARCLAYS CEO ENERGY-POWER CONFERENCE Tempe, Ariz., - Sept. 8, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced that Northern Tier management will parti

September 8, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 8, 2015 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 organiz

August 19, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN 2015 CITI ONE-ON-ONE MLP/MIDSTREAM INFRASTRUCTURE CONFERENCE

Exhibit 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 [email protected] NORTHERN TIER TO PARTICIPATE IN 2015 CITI ONE-ON-ONE MLP/MIDSTREAM INFRASTRUCTURE CONFERENCE Tempe, Ariz., - Aug. 19, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced that Northern Ti

August 19, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): August 19, 2015 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 organ

August 4, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 Northern Tier Energy LP

August 4, 2015 EX-99.1

Northern Tier Reports Second Quarter 2015 Results

Q2 15 NTEEarningsRelease Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (203) 244-6544 [email protected] Northern Tier Reports Second Quarter 2015 Results Highlights: ? Declares second quarter distribution of $1.19 per common unit to be paid in cash on August 28, 2015 ? Second quarter Adjusted Net Income of $90.7 m

August 4, 2015 EX-99.2

Second Quarter 2015 Earnings Conference Call and Webcast August 4, 2015 Forward Looking Statements 1 This presentation contains forward-looking statements which reflect Northern Tier’s views and assumptions on the date of this press release regarding

q215earningsslidesfinal Second Quarter 2015 Earnings Conference Call and Webcast August 4, 2015 Forward Looking Statements 1 This presentation contains forward-looking statements which reflect Northern Tier?s views and assumptions on the date of this press release regarding future events.

August 4, 2015 8-K

Current Report

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): August 4, 2015 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 organizati

June 23, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN 3rd ANNUAL CREDIT SUISSE MLP & ENERGY LOGISTICS CONFERENCE

CS CONFERENCE 2015 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 [email protected] NORTHERN TIER TO PARTICIPATE IN 3rd ANNUAL CREDIT SUISSE MLP & ENERGY LOGISTICS CONFERENCE Tempe, Ariz., - June 23, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced that No

June 23, 2015 8-K

Northern Tier Energy 8-K (Current Report/Significant Event)

NTI Form 8-K 6-23-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 16, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN TUDOR, PICKERING, HOLT & CO. 2015 HOTTER ‘N HELL ENERGY CONFERENCE

TPH CONFERENCE 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 [email protected] NORTHERN TIER TO PARTICIPATE IN TUDOR, PICKERING, HOLT & CO. 2015 HOTTER ?N HELL ENERGY CONFERENCE Tempe, Ariz., - June 16, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced tha

June 16, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

NTI Form 8-K 6-16-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 10, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

NTI Form 8-K 6-10-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 10, 2015 EX-99.1

WESTERN REFINING TO PARTICIPATE ON NORTHERN TIER'S BEHALF IN THE BARCLAYS HIGH YEILD BOND & SYNDICATED LOAN CONFERENCE

BARCLAYS HYB CONFERENCE 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 [email protected] WESTERN REFINING TO PARTICIPATE ON NORTHERN TIER'S BEHALF IN THE BARCLAYS HIGH YEILD BOND & SYNDICATED LOAN CONFERENCE Tempe, Ariz., - June 10, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northe

June 1, 2015 SD

Northern Tier Energy SD

WRECM-1810109-v1-NTINorthernTier-FormSDconflictsminerals-06012015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 15, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN INVESTOR MEETINGS ARRANGED BY TUDOR, PICKERING, HOLT & CO.

TUDOR PICKERING HOLT MEETINGS 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 [email protected] NORTHERN TIER TO PARTICIPATE IN INVESTOR MEETINGS ARRANGED BY TUDOR, PICKERING, HOLT & CO. Tempe, Ariz., - May 15, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announc

May 15, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 ntiform8-k5x15x2015.htm 8-K 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): May 15, 2015 Northern Tier Energy LP (Exact name of registrant as specified in its charter) Delaware 001-35612 80-0763623 (State or other jurisdictio

May 12, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

NTI Form 8-K 5-12-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 12, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES

CITI 2015 GLOBAL ENERGY AND UTLITIES CONF 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 [email protected] NORTHERN TIER TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES Tempe, Ariz., - May 12, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced that Northern

May 6, 2015 EX-10.3

JOINDER AGREEMENT (Shared Services)

EX-10.3 3 nti-3312015xexx103.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version JOINDER AGREEMENT (Shared Services) THIS JOINDER AGREEMENT (this “Agreement”), entered into as of May 4th, 2015 (the “Effective Date”), is by and among (a) Western Refining Southwest, Inc. an Arizona corporation, and Western Refining Company, L.P., a Delaware limited partnership (collectively, “Western”), on behalf of the

May 6, 2015 EX-10.1

EMPLOYMENT AGREEMENT

EX-10.1 2 nti-3312015xexx101.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Northern Tier Energy LLC, a Delaware limited liability company (the “Company”), and (“Executive”). W I T N E S S E T H: WHEREAS, Executive is to be directly employed by the Company; and WHEREAS, the Company is desirous of directly employing Executive i

May 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 Northern Tier Energy LP

May 5, 2015 EX-99.1

Northern Tier Reports First Quarter 2015 Results

Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (203) 244-6544 [email protected] Northern Tier Reports First Quarter 2015 Results Highlights: • Declares a first quarter distribution of $1.08 per common unit to be paid in cash on May 29, 2015 • First quarter Adjusted Net Income of $100.4 million and Adjusted EBITDA o

May 5, 2015 8-K

Northern Tier Energy 8-K (Current Report/Significant Event)

Form 8-kQ1 15earnings release UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 6, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN GOLDMAN SACHS INVESTOR MEETINGS

GOLDMAN SACHS MEETINGS 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 [email protected] NORTHERN TIER TO PARTICIPATE IN GOLDMAN SACHS INVESTOR MEETINGS Tempe, Ariz., - April 6, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced that Northern Tier management

April 6, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

NTI Form 8-K 4-6-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 24, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

NTI Form 8-K 3-24-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 24, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN THE SCOTIA HOWARD WEIL 43 RD ANNUAL ENERGY CONFERENCE

SCOTIA 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 [email protected] NORTHERN TIER TO PARTICIPATE IN THE SCOTIA HOWARD WEIL 43 RD ANNUAL ENERGY CONFERENCE Tempe, AZ - March 24, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (?Northern Tier?) today announced that Northern Tier manageme

March 4, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 4, 2015 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 organizatio

March 4, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN THE BANK OF AMERICA MERRILL LYNCH 2015 REFINING CONFERENCE

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 [email protected] NORTHERN TIER TO PARTICIPATE IN THE BANK OF AMERICA MERRILL LYNCH 2015 REFINING CONFERENCE Tempe, AZ - March 4, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (“Northern Tier”) today announced that Northern Tier management

February 27, 2015 EX-21.1

SUBSIDIARIES OF NORTHERN TIER ENERGY LP

Exhibit 21.1 SUBSIDIARIES OF NORTHERN TIER ENERGY LP The subsidiaries of Northern Tier Energy LP are listed below. Name State of Organization Percent owned Northern Tier Energy Holdings LLC Delaware 100% Northern Tier Energy LLC Delaware 100% Northern Tier Finance Corporation (wholly-owned by Northern Tier Energy LLC) Delaware 100% St. Paul Park Refining Co. LLC (wholly-owned by Northern Tier Ener

February 27, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 Northern Tier Energy LP (Exa

February 26, 2015 8-K

Current Report

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 26, 2015 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 organiz

February 26, 2015 EX-99.1

Northern Tier Reports Full Year and Fourth Quarter 2014 Results

Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (203) 244-6544 [email protected] Northern Tier Reports Full Year and Fourth Quarter 2014 Results Highlights: • Fourth quarter Adjusted Net Income of $89.6 million and Adjusted EBITDA of $123.2 million • Fourth quarter and full year total refinery throughput of 91,964 a

February 6, 2015 EX-99.1

NORTHERN TIER ANNOUNCES FOURTH QUARTER DISTRIBUTION OF $0.49 PER COMMON UNIT

Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul E. Anderson Gary Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (203)244-6544 [email protected] NORTHERN TIER ANNOUNCES FOURTH QUARTER DISTRIBUTION OF $0.49 PER COMMON UNIT Tempe, Arizona - February 6, 2015 - /Globe Newswire/ - Northern Tier Energy LP (NYSE:NTI) (“Northern Tier”) announced today the declaration of a cash distributi

February 6, 2015 8-K

Current Report

8-K 1 nti01x06x2015xformx8-kxdi.htm 8-K 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 5, 2015 Northern Tier Energy LP (Exact name of registrant as specified in its charter) Delaware 001-35612 80-0763623 (State or other j

January 26, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 21, 2015 Northern Tier Energy LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35612 (Commission File Numb

January 26, 2015 EX-10.2

INDEMNIFICATION AGREEMENT

Exhibit 10.2 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”), entered into on [], is effective as of [], between Northern Tier Energy GP LLC, a Delaware limited liability company (the “General Partner”), Northern Tier Energy LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”), and the unders

January 26, 2015 EX-99.1

NORTHERN TIER ENERGY LP ANNOUNCES THE APPOINTMENT OF KAREN B. DAVIS AS EXECUTIVE VICE PRESIDENT Ms. Davis to Transition to Chief Financial Officer Effective March 16, 2015

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 [email protected] NORTHERN TIER ENERGY LP ANNOUNCES THE APPOINTMENT OF KAREN B. DAVIS AS EXECUTIVE VICE PRESIDENT Ms. Davis to Transition to Chief Financial Officer Effective March 16, 2015 TEMPE, Ariz., January 26, 2015 - Northern Tier Energy LP (NTI: N

January 26, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Northern Tier Energy LLC, a Delaware limited liability company (the “Company”), and [•] (“Executive”). W I T N E S S E T H: WHEREAS, Executive is to be directly employed by the Company; and WHEREAS, the Company is desirous of directly employing Executive in an executive capacity on the terms and c

January 5, 2015 EX-99.1

NORTHERN TIER TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES

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 [email protected] NORTHERN TIER TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES Tempe, AZ - January 5, 2015 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (“Northern Tier”) today announced that Northern Tier management will participate in the 1st

January 5, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 5, 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 organizat

December 16, 2014 424B3

Northern Tier Energy LLC Northern Tier Finance Corporation Offer to Exchange Up To $75,000,000 of 7.125% Senior Secured Notes due 2020 That Have Not Been Registered Under The Securities Act of 1933 Up To $75,000,000 of 7.125% Senior Secured Notes due

424B3 1 d829601d424b3.htm FINAL PROSPECTUS Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-200691 PROSPECTUS Northern Tier Energy LLC Northern Tier Finance Corporation Offer to Exchange Up To $75,000,000 of 7.125% Senior Secured Notes due 2020 That Have Not Been Registered Under The Securities Act of 1933 For Up To $75,000,000 of 7.125% Senior Secured Notes due 2020 That Ha

December 8, 2014 8-K

Current Report

8-K 1 d834114d8k.htm 8-K 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): December 2, 2014 Northern Tier Energy LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or orga

December 8, 2014 EX-10.1

CONFIDENTIAL NORTHERN TIER 2015 PERFORMANCE BONUS PROGRAM I. Introduction and Purpose

EX-10.1 Exhibit 10.1 CONFIDENTIAL NORTHERN TIER 2015 PERFORMANCE BONUS PROGRAM I. Introduction and Purpose The purpose of the 2015 Performance Bonus Program (the “Program”) is to encourage Northern Tier Energy LP (the “Partnership”) along with the employees of Northern Tier Energy LLC (the “Company”) and its subsidiaries, including St. Paul Park Refining Co. LLC (“SPPRC”), Northern Tier Retail LLC

December 8, 2014 EX-10.2

FORM OF NORTHERN TIER ENERGY LP 2012 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT (PERFORMANCE-BASED VESTING)

EX-10.2 Exhibit 10.2 FORM OF NORTHERN TIER ENERGY LP 2012 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT (PERFORMANCE-BASED VESTING) This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Northern Tier Energy GP LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ],

December 3, 2014 EX-25.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee a

December 3, 2014 EX-21.1

SUBSIDIARIES OF NORTHERN TIER ENERGY LLC

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF NORTHERN TIER ENERGY LLC The subsidiaries of Northern Tier Energy LLC are listed below. Name State of Organization Percent Owned Northern Tier Finance Corporation Delaware 100 % St. Paul Park Refining Co. LLC Delaware 100 % Northern Tier Retail Holdings LLC Delaware 100 % Northern Tier Bakery LLC (wholly owned by Northern Tier Retail Holdings LLC) Delaware 100

December 3, 2014 S-4

NTI / Northern Tier Energy LP S-4 - - S-4

S-4 1 d829601ds4.htm S-4 Table of Contents As filed with the Securities and Exchange Commission on December 2, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHERN TIER ENERGY LLC NORTHERN TIER FINANCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 29

December 3, 2014 EX-12.1

RATIO OF EARNINGS TO FIXED CHARGES

EX-12.1 Exhibit 12.1 RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges for the periods indicated are stated below. For this purpose, “earnings” include pre-tax earnings before income from equity investees plus fixed charges and distributed income of equity investees. “Fixed charges” include interest, amortization of debt expense and the portion of rental expense that is rep

December 1, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 1, 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 organiza

December 1, 2014 EX-99.1

NORTHERN TIER TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES

Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] NORTHERN TIER TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES Tempe, AZ - December 1, 2014 - /Globe Newswire/ -Northern Tier Energy LP (NYSE:NTI) (“Northern Tier”) today announced that Northern Tier management will participate in the Co

November 4, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 Northern Tier Energ

November 4, 2014 8-K

Current Report

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 4, 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 organiza

November 4, 2014 EX-9.01

Northern Tier Energy LP Reports Third Quarter 2014 Results Achieves record quarterly average throughput in excess of 96,000 barrels per day; Announces third quarter distribution of $1.00 per common unit

Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] Northern Tier Energy LP Reports Third Quarter 2014 Results Achieves record quarterly average throughput in excess of 96,000 barrels per day; Announces third quarter distribution of $1.00 per common unit Third Quarter Highlights: • Reported Net Incom

November 4, 2014 EX-10.2

SHARED SERVICES AGREEMENT WESTERN REFINING SOUTHWEST, INC. WESTERN REFINING COMPANY, L.P. NORTHERN TIER ENERGY LLC SHARED SERVICES AGREEMENT

EX-10.2 2 nti-930x2014xexx102.htm EXHIBIT Exhibit 10.2 SHARED SERVICES AGREEMENT among WESTERN REFINING SOUTHWEST, INC. WESTERN REFINING COMPANY, L.P. and NORTHERN TIER ENERGY LLC SHARED SERVICES AGREEMENT This SHARED SERVICES AGREEMENT (“Agreement”) is entered into as of October 30, 2014, to be effective as of September 1, 2014 (the “Effective Date”), by and among (a) Western Refining Southwest,

October 3, 2014 EX-10.1

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 29, 2014 THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders THE FINANCIAL INSTITUTIONS PARTY HERETO, as Issuing Banks JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral A

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 29, 2014 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders and THE FINANCIAL INSTITUTIONS PARTY HERETO, as Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent and SUNTRUST BANK and WELLS FARGO CAPITAL FINANCE, LLC, as Co-Syndication Agents and BANK OF AMERICA, N.A. and

October 3, 2014 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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 29, 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 or

October 3, 2014 EX-4.2

Northern Tier Energy LLC Northern Tier Finance Corporation 7.125% Senior Secured Notes due 2020 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Northern Tier Energy LP Northern Tier Bakery LLC Northern Tier

EX-4.2 Exhibit 4.2 Northern Tier Energy LLC Northern Tier Finance Corporation 7.125% Senior Secured Notes due 2020 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Northern Tier Energy LP Northern Tier Bakery LLC Northern Tier Retail LLC Northern Tier Oil Transport LLC Northern Tier Retail Holdings LLC St. Paul Park Refining Co. LLC SuperAmerica Franchisi

October 3, 2014 EX-4.1

SUPPLEMENTAL INDENTURE

EX-4.1 Exhibit 4.1 SUPPLEMENTAL INDENTURE This Supplemental Indenture is entered into as of September 29, 2014 (this “Supplemental Indenture”), by and among Northern Tier Energy LLC, a Delaware limited liability company (the “Issuer”), Northern Tier Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors, Deutsche Bank Trust Compan

October 3, 2014 EX-99.1

Northern Tier Energy LP Announces Expansion of Revolving Credit Facility

Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul E. Anderson Gary Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group 203-244-6544 [email protected] Northern Tier Energy LP Announces Expansion of Revolving Credit Facility TEMPE, Ariz., October 2, 2014 (GLOBE NEWSWIRE) — Northern Tier Energy LP and certain of its subsidiaries (collectively, “Northern Tier”) announced today the successf

September 25, 2014 8-K

Current Report

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 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 (Co

September 25, 2014 EX-99.1

Northern Tier Energy LP Announces Pricing of Senior Secured Notes

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 [email protected] 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 s

September 22, 2014 8-K

Other Events

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 organi

September 22, 2014 EX-99.1

Northern Tier Energy LP Announces Offering of Senior Secured Notes

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 [email protected] 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 who

September 2, 2014 EX-99.1

NORTHERN TIER ENERGY LP TO PARTICIPATE IN THE BARCLAYS CEO ENERGY-POWER CONFERENCE

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 [email protected] NORTHERN TIER ENERGY LP TO PARTICIPATE IN THE BARCLAYS CEO ENERGY-POWER CONFERENCE Tempe, AZ - September 2, 2014 - /Globe Newswire/ - Northern Tier Energy LP (NYSE:NTI) (“Northern Tier”) today announced that company management will part

September 2, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 2, 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 organiz

August 5, 2014 EX-99.1

Northern Tier Energy LP Reports Second Quarter 2014 Results

Investor and Analyst Contact: Media Contact: Paul Anderson Gary W. Hanson (651) 458-6494 (602) 286-1777 Alpha IR Group (651) 769-6700 [email protected] Northern Tier Energy LP Reports Second Quarter 2014 Results Second Quarter Highlights: • Reported Net Income of $57.9 million and Adjusted Net Income of $61.4 million before reorganization and related costs and Adjusted EBITDA of $82.1 million. • Ac

August 5, 2014 EX-10.1

[REMAINDER OF PAGE INTENTIONALLY BLANK]

EX-10.1 2 nti-630x2014xexx101.htm EXHIBIT Exhibit 10.1 Re: Terms of Employment Dear Mr. Bonczek: This letter agreement (the “Letter Agreement”) sets forth all terms and conditions governing your employment relationship with Northern Tier Energy LLC and its affiliates. If this Letter Agreement is acceptable to you, please execute this Letter Agreement where indicated and return to me at your earlie

August 5, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 Northern Tier Energy LP

August 5, 2014 8-K

8-K

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): August 5, 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 organizati

June 24, 2014 CORRESP

-

VIA EDGAR June 24, 2014 Anne Nguyen Parker, Branch Chief Parhaum J. Hamidi, Staff Attorney Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Northern Tier Energy LP Form 10-K for the fiscal year ended December 31, 2013 Filed on February 27, 2014 File No. 001-35612 Dear Ms. Parker and Mr. Hamidi: We submit this letter in response to comment

May 30, 2014 SD

- FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NORTHERN TIER ENERGY LP (Exact name of the registrant as specified in its charter) Delaware 001-35612 80-0763623 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employment Identification No) 1250 W. Washington Street, Suite 300 Tempe, Arizona 85

May 9, 2014 EX-99.1

NORTHERN TIER ENERGY TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES

EX-99.1 2 morganstanleymayx14.htm EXHIBIT Exhibit 99.1 Investor and Analyst Contact: Media Contact: Paul E. Anderson Gary Hanson (651) 458-6494 (602) 286-1777 NORTHERN TIER ENERGY TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES Tempe, AZ – May 9, 2014 – Northern Tier Energy LP (NYSE:NTI) today announced that management will participate in the Morgan Stanley Refining Corporate Access Day, in New Yo

May 9, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): May 9, 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)

May 7, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 North

May 7, 2014 EX-10.1

CHANGE IN CONTROL AGREEMENT

EX-10.1 2 lampchangeinctrlseverance.htm EXHIBIT CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective as of , 2014, by and between Northern Tier Energy LLC, a Delaware limited liability company (the “Company”), and David L. Lamp (“Executive”). Unless otherwise indicated, capitalized terms used in this Agreement shall have the meanings as set forth in Section 22

May 7, 2014 EX-10.2

NORTHERN TIER ENERGY LP 2012 LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT (Time-Based)

EX-10.2 3 lamprestrictedunitawardag.htm EXHIBIT NORTHERN TIER ENERGY LP 2012 LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT (Time-Based) Executive: David L. Lamp Date of Grant: March 1, 2014 Number of Restricted Units: 400,000 This Restricted Unit Agreement (this “Agreement”) is made as of the date written above (the “Date of Grant”) between Northern Tier Energy LP, a Delaware limited partners

May 6, 2014 EX-99.1

Northern Tier Energy Reports First Quarter 2014 Results Total throughput increases approximately 9% year-over-year; declared first quarter distribution of $0.77 per common unit

Northern Tier Energy Reports First Quarter 2014 Results Total throughput increases approximately 9% year-over-year; declared first quarter distribution of $0.

May 6, 2014 8-K

Current Report

8-K 1 q114pressreleaseandslidesv1.htm 8-K 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): May 6, 2014 Northern Tier Energy LP (Exact name of registrant as specified in its charter) Delaware 001-35612 80-0763623 (State or other juri

May 2, 2014 EX-10.2

2014 INCENTIVE COMPENSATION PLAN CALENDAR YEAR 2014

EX-10.2 3 a102ntiincentiveplan.htm EXHIBIT 10.2 Exhibit 10.2 2014 INCENTIVE COMPENSATION PLAN CALENDAR YEAR 2014 Introduction and Purpose The Board of Directors (the “Board”) of Northern Tier Energy GP, LLC (the “Company”), the General Partner of Northern Tier Energy LP (the “Partnership”) has approved this 2014 Incentive Compensation Plan (the “Plan”). The purpose of the Plan is to encourage the

May 2, 2014 EX-99.1

NORTHERN TIER ENERGY ANNOUNCES APPOINTMENT OF DAVID LAMP TO THE BOARD OF DIRECTORS

Exhibit 99.1 FOR IMMEDIATE RELEASE NORTHERN TIER ENERGY ANNOUNCES APPOINTMENT OF DAVID LAMP TO THE BOARD OF DIRECTORS TEMPE, AZ., May 2, 2014 - Northern Tier Energy LP (NYSE: NTI) announced today that David L. Lamp has been appointed as a member of Northern Tier Energy GP LLC’s Board of Directors. Mr. Lamp was hired as the President and Chief Executive Officer of Northern Tier Energy GP, LLC, the

May 2, 2014 EX-10.1

FORM OF NORTHERN TIER ENERGY LP 2012 LONG TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT (TIME-BASED VESTING)

EX-10.1 2 a101ntiformofphantomunitawd.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF NORTHERN TIER ENERGY LP 2012 LONG TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT (TIME-BASED VESTING) This Phantom Unit Award Agreement (this “Agreement”) is made and entered into by and between Northern Tier Energy GP LLC, a Delaware limited liability company (the “General Partner”), and [] (the “Recipient”). This Agree

May 2, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 30, 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 organizati

March 25, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): March 25, 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 organizati

March 25, 2014 EX-16.1

March 25, 2014

Exhibit 16.1 March 25, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Northern Tier Energy LP (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K as part of the Form 8-K of Northern Tier Energy LP dated March 25, 2014. We agree with the s

March 12, 2014 8-K

- 8-K

8-K 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): March 6, 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 organiz

March 6, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d689182d8k.htm FORM 8-K 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): March 5, 2014 Northern Tier Energy LP (Exact name of registrant as specified in its charter) Delaware 001-35612 80-0763623 (State or other jurisdiction o

March 6, 2014 EX-99.1

NORTHERN TIER ENERGY TO PARTICIPATE IN THE BANK OF AMERICA MERRILL LYNCH 2014 REFINING CONFERENCE

EX-99.1 2 d689182dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor and Analyst Contact: Northern Tier Energy LP Alpha IR Group 203-244-6544 [email protected] NORTHERN TIER ENERGY TO PARTICIPATE IN THE BANK OF AMERICA MERRILL LYNCH 2014 REFINING CONFERENCE RIDGEFIELD, Conn – March 5, 2014 – Northern Tier Energy LP (NYSE: NTI) announced today that members of the management team of Northe

March 4, 2014 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 28, 2014 Northern Tier Energy LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35612 (Commission File N

February 27, 2014 EX-99.1

Northern Tier Energy Reports Full Year and Fourth Quarter 2013 Results

EX-99.1 Exhibit 99.1 Northern Tier Energy Reports Full Year and Fourth Quarter 2013 Results Fourth Quarter Highlights: • Net earnings of $20.6 million and Adjusted EBITDA of $69.4 million • Company declared a fourth quarter distribution of $0.41 per common unit that will be paid in cash on February 28, 2014 • Cumulative cash distributions since initial public offering stands at $5.38 per common un

February 27, 2014 EX-10.14

NORTHERN TIER ENERGY LP 2012 LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT For ______________ Employee: Date of Grant: Number of Target Grant Units:

EX-10.14 3 nti-12312013xexx1014.htm EX-10.14 NORTHERN TIER ENERGY LP 2012 LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT For (Performance-Based) Employee: Date of Grant: Number of Target Grant Units: This Restricted Unit Agreement (this “Agreement”) is made as of by and between Northern Tier Energy LP, a Delaware limited partnership (the “Partnership”), and (the “Employee”) pursuant to the ter

February 27, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 001-35612 Northern T

February 27, 2014 EX-99.2

Fourth Quarter and Year Ended 2013

EX-99.2 Fourth Quarter and Year Ended 2013 Earnings Conference Call and Webcast February 27, 2014 Exhibit 99.2 Forward Looking Statements 1 This presentation includes “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “project,” “potential,” “may,” “will,” “are

February 27, 2014 EX-3.3

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT NORTHERN TIER ENERGY GP LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS

EX-3.3 2 nti-12312013xexx33.htm EX-3.3 Execution Version THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NORTHERN TIER ENERGY GP LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1Definitions 1 Section 1.2Construction 3 ARTICLE II ORGANIZATION Section 2.1Formation 4 Section 2.2Name 4 Section 2.3Registered Office; Registered Agent; Principal Office 4 Section 2.4Purpose 4 Secti

February 27, 2014 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition - 8-K

8-K 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 27, 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 org

February 21, 2014 EX-99.1

NORTHERN TIER ENERGY ANNOUNCES APPOINTMENT OF DAVID LAMP TO THE POSITION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 99.1 Investor Contact: Northern Tier Energy LP Alpha IR Group 203-244-6544 [email protected] NORTHERN TIER ENERGY ANNOUNCES APPOINTMENT OF DAVID LAMP TO THE POSITION OF CHIEF EXECUTIVE OFFICER RIDGEFIELD, Conn., Feb. 17, 2014 - Northern Tier Energy LP (NYSE: NTI) announced today that David L. Lamp has been appointed as President and Chief Executive Officer of Northern Tier Energy GP, LLC, t

February 21, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 17, 2014 Northern Tier Energy LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35612 (Commission File Num

February 10, 2014 8-K

Current Report

Form 8-K 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 10, 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 o

February 7, 2014 EX-99.1

NORTHERN TIER ENERGY ANNOUNCES FOURTH QUARTER DISTRIBUTION OF $0.41 PER COMMON UNIT

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 Febru

February 7, 2014 8-K

- FORM 8-K

Form 8-K 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

January 9, 2014 8-K

Current Report

Form 8-K 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): January 9, 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

January 8, 2014 8-K

- FORM 8-K

Form 8-K 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): January 8, 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

December 26, 2013 8-K

- FORM 8-K

FORM 8-K 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): December 19, 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 o

December 26, 2013 EX-10.1

[Signature Page to Retention Letter, dated December 20, 2013]

EX-10.1 Exhibit 10.1 38C Grove Street, Suite 100 Ridgefield, CT. 06877 (203) 244-6550 December 20, 2013 David Bonczek 78 Lazy Brook Road Monroe, CT 06468 Re: Six Month Retention Agreement Dear Dave, As you know, Western Refining (“Western”) on November 12, 2013, acquired the general partner of, and a limited partner interest in, Northern Tier Energy LP (“NTE”). Over the next five months, Western a

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