Current Report Filing (8-k)
June 29 2016 - 5:27PM
Edgar (US Regulatory)
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)
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Delaware
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001-35612
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80-0763623
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1250 W. Washington Street, Suite 300
Tempe, Arizona
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85281
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (602) 302-5450
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On June 23,
2016, Western Refining, Inc. (
WNR
) completed its previously announced acquisition of all of the outstanding common units of Northern Tier Energy LP (
NTI
) not already owned by WNR, pursuant to the
terms of the Agreement and Plan of Merger dated as of December 21, 2015, by and among WNR, Western Acquisition Co, LLC, an indirect wholly-owned subsidiary of WNR (
MergerCo
), NTI and Northern Tier Energy GP LLC
(
NTI GP
), an indirect wholly-owned subsidiary of WNR and the general partner of NTI (the
Merger Agreement
). The acquisition was accomplished by the merger of MergerCo with and into NTI (the
Merger
), and upon consummation of the Merger, MergerCo ceased to exist and NTI became a wholly-owned subsidiary of WNR. Immediately prior to the closing of the Merger, WNR and its subsidiaries owned approximately 38.3% of
the outstanding common units representing limited partner interests in NTI (each an
NTI Common Unit
).
At the effective time of the Merger (the
Effective Time
), each NTI Common Unit issued and outstanding
immediately prior to the Effective Time and not owned by WNR or any of its subsidiaries was converted into the right to receive, at the election of the holder (the
Merger Consideration
) either (i) $15.00 in cash
without interest and 0.2986 of a share of WNR common stock (the
Mixed Consideration
), (ii) $26.06 in cash without interest (the
Cash Consideration
), or (iii) 0.7036 of a share of WNR
common stock (the
Stock Consideration
). Elections to receive the Cash Consideration or the Stock Consideration were subject to proration as provided for in the Merger Agreement to ensure that the total amount of cash paid
and the total number of shares of WNR common stock issued in the Merger as a whole were equal to the total amount of cash and number of shares of WNR common stock that would have been paid and delivered if all NTI unitholders made an election to
receive the Mixed Consideration.
The final results of the Merger Consideration election are as follows:
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Holders of approximately 5.5% of the outstanding NTI Common Units (excluding NTI Common Units owned by WNR or any of its subsidiaries) elected to receive the Mixed Consideration;
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Holders of approximately 69.9% of the outstanding NTI Common Units (excluding NTI Common Units owned by WNR or any of its subsidiaries) elected to receive the Cash Consideration;
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Holders of approximately 1.7% of the outstanding NTI Common Units (excluding NTI Common Units owned by WNR or any of its subsidiaries) elected to receive the Stock Consideration; and
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Holders of approximately 22.9% of the outstanding NTI Common Units (excluding NTI Common Units owned by WNR or any of its subsidiaries) made no election. Pursuant to the Merger Agreement, NTI unitholders who made no
election would receive the Mixed Consideration.
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On June 29, 2016, WNR and NTI issued a press release announcing the
Merger Consideration proration results, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The foregoing summary of the Merger and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to NTIs Current Report on Form 8-K filed on December 23, 2015.
Item 3.01
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Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.
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The information included under Item 2.01 above is incorporated into this Item 3.01 by reference.
In connection with consummation of the Merger, the New York Stock Exchange (
NYSE
) was notified on
June 23, 2016, that each NTI Common Unit issued and outstanding immediately prior to the Effective Time and not owned by WNR or any of its subsidiaries was converted pursuant to the Merger into the right to receive the Merger Consideration,
subject to the terms and conditions of the Merger Agreement. NTI requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the
SEC
) to delist the NTI Common Units from the NYSE and to deregister
the NTI Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended. NTI Common Units were suspended from trading on the NYSE prior to the opening of trading on June 24, 2016.
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Item 3.03
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Material Modification to Rights of Security Holders.
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The information included under
Item 2.01 above is incorporated into this Item 3.03 by reference.
Pursuant to the terms of the Merger Agreement, each NTI Common
Unit issued and outstanding immediately prior to the Effective Time and not owned by WNR or any of its subsidiaries was converted into the right to receive the Merger Consideration. At the Effective Time, holders of NTI Common Units issued and
outstanding immediately prior to the Effective Time ceased to have any rights as NTIs unitholders, other than the right to receive (i) the Merger Consideration, (ii) if applicable, any cash payable in lieu of any fractional shares of
WNR common stock to which any such unitholder would otherwise have been entitled and (iii) the pro-rated cash distribution of $0.18 per NTI Common Unit for the prorated period of April 1, 2016, through June 13, 2016, as previously
disclosed in NTIs Current Report on Form 8-K filed on June 13, 2016.
At the Effective Time, in accordance with the Merger
Agreement, the outstanding equity awards issued under the NTI 2012 Long-Term Incentive Plan received the following treatment:
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each award of time-based NTI phantom units that was held by a non-employee member of the NTI GP board of directors (the Board) and was outstanding and unvested immediately prior to the Effective Time
received full acceleration of vesting, and each such NTI phantom unit that became vested entitled its holder to receive the Mixed Consideration;
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each award of time-based NTI phantom units or NTI restricted units that was held by an employee of NTI GP and its subsidiaries (each, an NTI Employee), including those held by David L. Lamp, Karen B. Davis,
Scott L. Stevens and Melissa M. Buhrig (each, an NTI Executive), and was outstanding and unvested immediately prior to the Effective Time was cancelled and replaced with a new WNR phantom stock award with generally comparable terms and
conditions as the original NTI awards; and
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each award of performance-based NTI phantom units that was held by an NTI Executive or an NTI Employee and was outstanding and unvested immediately prior to the Effective Time was cancelled and replaced with a new
performance-based WNR cash award.
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The NTI phantom units and NTI restricted units discussed above were converted into their new WNR awards
using a formula that utilized the exchange rates of the Mixed Consideration.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of the Effective Time, each of
the following four independent members of the Board resigned from the Board and ceased to be a director of NTI GP: Timothy Bennett, Rocky L. Duckworth, Thomas W. Hofmann and Dan F. Smith. Immediately after the Effective Time, the Board consisted of
Paul L. Foster, Lowry Barfield, David L. Lamp, Jeff A. Stevens and Scott D. Weaver.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The information included under
Item 2.01 above is incorporated into this Item 5.07 by reference.
On June 23, 2016, NTI held a special meeting of its
common unitholders (the
Special Meeting
) in order to vote upon proposals relating to the Merger. At the Special Meeting, NTI unitholders were asked to, (i) consider and vote on a proposal to approve the Merger
Agreement and the transactions contemplated thereby, including the Merger (the
Merger Proposal
) and (ii) consider and vote upon a proposal to approve, on an advisory, non-binding basis, the compensation payments to be
paid or become payable to NTIs named executive officers in connection with the Merger (the
NTI Compensation Proposal
, and together with the Merger Proposal, the
Proposals
).
As of the close of business on May 19, 2016, the record date for determining the NTI unitholders entitled to vote on the Proposals at the
Special Meeting, there were 93,058,480 NTI Common Units outstanding and entitled to vote at the Special Meeting. At the Special Meeting, holders of 53,120,752 NTI Common Units were present in person or represented by proxy, constituting a
quorum. The final voting results were as follows:
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Proposal 1 The Merger Proposal
NTI unitholders approved the Merger Proposal based on the following results:
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Votes For
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Votes Against
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Votes Abstain
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50,756,271
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2,227,495
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136,986
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Proposal 2 The NTI Compensation Proposal
NTI unitholders approved, on an advisory, non-binding basis, the Compensation Proposal based on the following results:
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Votes For
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Votes Against
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Votes Abstain
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49,554,626
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3,043,928
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522,198
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release of Western Refining, Inc. and Northern Tier Energy LP dated June 29, 2016.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Northern Tier Energy LP
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By:
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Northern Tier Energy GP LLC,
its
general partner
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By:
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/s/ Karen B. Davis
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Name:
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Karen B. Davis
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Title:
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Executive Vice President and Chief Financial Officer
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Date: June 29, 2016
EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Press Release of Western Refining, Inc. and Northern Tier Energy LP dated June 29, 2016.
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Northern Tier Energy LP Common Units Representing Limited Partner Interests (delisted) (NYSE:NTI)
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