Northern Tier Energy LP
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(Name of Issuer)
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Common Units, no par value
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(Title of Class of Securities)
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665826103
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(CUSIP Number)
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Barry Johnson
Authorized Officer
ACON Investments, L.L.C.
1133 Connecticut Avenue, NW, Suite 700
Washington, D.C. 20036
(202) 454-1100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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May 6, 2013
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 665826103
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13D
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Page 2 of 9 Pages
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1 | NAMES OF REPORTING PERSONS | ||||
ACON Refining Partners, L.L.C.
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|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a)o (b)o |
|||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (see instructions) | ||||
OO (See Item 3)
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|||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
-0- | |||||
8 | SHARED VOTING POWER | ||||
48,922,500 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
10 |
SHARED DISPOSITIVE POWER
48,922,500 (See Items 3, 4 and 5)
|
||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
48,922,500 (See Items 3, 4 and 5) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | |||
13 | PERCENT OF CLASS REPRESENTED IN ROW (11) | ||||
53.2% (See Item 5)*
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|||||
14 | TYPE OF REPORTING PERSON | ||||
OO |
*
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The calculation is based on a total of 91,956,017 Common Units of the Issuer outstanding as of April 26 2013, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on May 1, 2013.
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CUSIP No. 665826103
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13D
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Page 3 of 9 Pages
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1 | NAMES OF REPORTING PERSONS | ||||
AIP V GenPar, L.L.C.
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|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a)o (b)o |
|||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (see instructions) | ||||
OO (See Item 3)
|
|||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
-0- | |||||
8 | SHARED VOTING POWER | ||||
48,922,500 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
10 |
SHARED DISPOSITIVE POWER
48,922,500 (See Items 3, 4 and 5)
|
||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
48,922,500 (See Items 3, 4 and 5) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | |||
13 | PERCENT OF CLASS REPRESENTED IN ROW (11) | ||||
53.2% (See Item 5)*
|
|||||
14 | TYPE OF REPORTING PERSON | ||||
OO |
*
|
The calculation is based on a total of 91,956,017 Common Units of the Issuer outstanding as of April 26 2013, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on May 1, 2013.
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CUSIP No. 665826103
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13D
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Page 4 of 9 Pages
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1 | NAMES OF REPORTING PERSONS | ||||
ACON Funds Management, L.L.C.
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a)o (b)o |
|||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (see instructions) | ||||
OO (See Item 3)
|
|||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
-0- | |||||
8 | SHARED VOTING POWER | ||||
48,922,500 (See Items 3, 4 and 5) | |||||
9 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
10 |
SHARED DISPOSITIVE POWER
48,922,500 (See Items 3, 4 and 5)
|
||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
48,922,500 (See Items 3, 4 and 5) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | o | |||
13 | PERCENT OF CLASS REPRESENTED IN ROW (11) | ||||
53.2% (See Item 5)*
|
|||||
14 | TYPE OF REPORTING PERSON | ||||
OO |
*
|
The calculation is based on a total of 91,956,017 Common Units of the Issuer outstanding as of April 26 2013, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on May 1, 2013.
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“10.
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Underwriting Agreement, dated April 30, 2013, by and among Northern Tier Energy LP, Northern Tier Energy LLC, Northern Tier Energy GP LLC, Northern Tier Energy Holdings LLC, Northern Tier Holdings LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 1.1 to Form 8-K filed by Northern Tier Energy LP on May 1, 2013).
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11.
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Form of Lock-Up Agreement, by and among each of Northern Tier Holdings LLC, Northern Tier Energy GP LLC and certain directors and officers of Northern Tier Energy GP LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 11 to Schedule 13D/A filed by NTI GenPar, LLC, Northern Tier Investors LP and Northern Tier Investors, LLC on May 8, 2013).”
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ACON Refining Partners, L.L.C.
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By: /s/ Barry E. Johnson
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Name: Barry E. Johnson
Title: Authorized Signatory
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AIP V GenPar, L.L.C.
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By: /s/ Barry E. Johnson
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Name: Barry E. Johnson
Title: Authorized Signatory
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ACON Funds Management, L.L.C.
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By: /s/ Barry E. Johnson
|
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Name: Barry E. Johnson
Title: Authorized Signatory
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INDEX TO EXHIBITS
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1.
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Agreement of Joint Filing by the Reporting Persons, dated November 19, 2012 (as previously filed with the Commission as Exhibit 1 to the Original Schedule 13D filed by ACON Refining Partners, L.L.C., ACON Funds Management, L.L.C. and AIP V GenPar, L.L.C. on November 19, 2012).
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2.
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Underwriting Agreement, dated July 25, 2012, by and among Northern Tier Energy LP, Northern Tier Energy LLC, Northern Tier Energy GP LLC, Northern Tier Energy Holdings LLC and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., as representatives of the several underwriters (previously filed with the Commission as Exhibit 1.1 to Form 8-K filed by Northern Tier Energy LP and Northern Tier Energy LLC on July 30, 2012).
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3.
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Transaction Agreement, dated July 25, 2012, by and among Northern Tier Holdings LLC, Northern Tier Energy GP LLC, Northern Tier Energy LLC, Northern Tier Energy Holdings LLC, Northern Tier Retail Holdings LLC and Northern Tier Energy LP (previously filed with the Commission as Exhibit 10.1 to Form 8-K filed by Northern Tier Energy LP and Northern Tier Energy LLC on July 30, 2012).
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4.
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First Amended and Restated Agreement of Limited Partnership of Northern Tier Energy LP, dated July 31, 2012 (previously filed with the Commission as Exhibit 3.1 to Form 8-K filed by Northern Tier Energy LP on August 2, 2012).
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5.
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Supplemental Indenture, dated as of November 2, 2012, by and among Northern Tier Energy LLC, Northern Tier Finance Corporation, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (previously filed with the Commission as Exhibit 4.1 to Form 8-K filed by Northern Tier Energy LP and Northern Tier Energy LLC on November 6, 2012).
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6.
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Amended and Restated Registration Rights Agreement, dated July 31, 2012, by and among TPG Refining, L.P., ACON Refining Partners, L.L.C., NTI Management Company, L.P., NTR Partners LLC, NTR Partners II LLC, Northern Tier Investors, LLC, Northern Tier Holdings LLC and Northern Tier Energy LP (previously filed with the Commission as Exhibit 4.1 to Form 8-K filed by Northern Tier Energy LP on August 2, 2012).
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7.
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Form of Lock-Up Agreement, by and among each of Northern Tier Holdings LLC, Northern Tier Energy GP LLC and certain directors and officers of Northern Tier Energy GP LLC and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Barclays Capital, Inc., as representatives of the several underwriters (previously filed with the Commission as Exhibit 7 to Schedule 13D/A filed by ACON Refining Partners, L.L.C., AIP V GenPar, L.L.C. and ACON Funds Management, L.L.C. on November 28, 2012).
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8.
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Underwriting Agreement, dated January 17, 2013, by and among Northern Tier Energy LP, Northern Tier Energy LLC, Northern Tier Energy GP LLC, Northern Tier Energy Holdings LLC, Northern Tier Holdings LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 1.1 to Form 8-K filed by Northern Tier Energy LP on January 22, 2013).
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9.
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Form of Lock-Up Agreement, by and among each of Northern Tier Holdings LLC, Northern Tier Energy GP LLC and certain directors and officers of Northern Tier Energy GP LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 9 to Schedule 13D/A filed by NTI GenPar, LLC, Northern Tier Investors LP and Northern Tier Investors, LLC on January 24, 2013).
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10.
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Underwriting Agreement, dated April 30, 2013, by and among Northern Tier Energy LP, Northern Tier Energy GP LLC, Northern Tier Energy LLC, Northern Tier Energy Holdings LLC, Northern Tier Holdings LLC, and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 1.1 to Form 8-K filed by Northern Tier Energy LP on May 1, 2013).
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11.
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Form of Lock-Up Agreement, by and among each of Northern Tier Holdings LLC, Northern Tier Energy GP LLC and certain directors and officers of Northern Tier Energy GP LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 11 to Schedule 13D/A filed by NTI GenPar, LLC, Northern Tier Investors LP and Northern Tier Investors, LLC on May 8, 2013).
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