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Last updated on April 17, 2014 at 13:13 EDT

Northern Tier Energy LLC Announces Receipt of Requisite Consents and Extension of Consent Expiration for Tender Offer and Consent Solicitation for Any and All of Its Outstanding 10.50% Senior Secured Notes Due 2017

October 31, 2012

RIDGEFIELD, Conn., Oct. 31, 2012 /PRNewswire/ — Northern Tier Energy LLC announced today that, as of 5:00 p.m., New York City time, on October 30, 2012 (the “Withdrawal Time”), $253,057,000 aggregate principal amount of its 10.50% Senior Secured Notes due 2017 (CUSIP No. 665828AC3) (the “Notes”) have been tendered, and not validly withdrawn, in connection with its previously announced cash tender offer for any and all of the Notes. Notes that were tendered and not validly withdrawn prior to the Withdrawal Time may no longer be withdrawn from the offer.

Northern Tier Energy also announced today that due to the extraordinary circumstances relating to Hurricane Sandy, the consent expiration, originally set for 5:00 p.m., New York City time, on October 30, 2012, has been extended so that holders who validly tender their Notes and provide their consents to the amendments to the indenture governing the Notes (the “Indenture”) before 5:00 p.m., New York City time, on November 1, 2012, unless further extended or earlier terminated, will be eligible to receive the Total Consideration. Notes tendered and consents delivered after the Withdrawal Time at 5:00 p.m., New York City time, on October 30, 2012 may not be withdrawn or revoked. The tender offer is still scheduled to expire at 11:59 p.m., New York City time, on November 14, 2012, unless extended or earlier terminated. Any further extension, termination or amendment of the tender offer and consent solicitation will be followed as promptly as practicable by a public announcement thereof.

The “Total Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the consent expiration is $1,150, which includes a consent payment of $30 per $1,000 principal amount of Notes. Holders tendering after the consent expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,120 for each $1,000 principal amount of Notes. Holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the applicable settlement date for all of such Notes that Northern Tier Energy accepts for purchase in the tender offer.

In conjunction with the tender offer, Northern Tier Energy is soliciting consents to eliminate most of the covenants, certain events of default applicable to the Notes and certain other provisions contained in the Indenture. The consents received as of the Withdrawal Time exceed the amount needed to adopt the proposed amendments to the Indenture. Northern Tier Energy expects to fund the tender offer with the proceeds from a new senior secured debt offering.

The tender offer and consent solicitation is subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments to the Indenture from holders of a majority in principal amount of the outstanding Notes and execution of a supplemental indenture effecting such amendments, (2) completion of satisfactory financing and (3) certain other customary conditions.

The complete terms and conditions of the tender offer are set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and related Consent and Letter of Transmittal (“Letter of Transmittal”) that were sent to holders of the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Tender and Information Agent for the tender offer, Global Bondholder Services Corporation, at (866) 294-2200 (toll-free).

Goldman, Sachs & Co. is the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) and (912) 902-5183 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offer is being made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. Holders are urged to read the Offer to Purchase and related documents carefully before making any decision with respect to the tender offer and solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of Northern Tier Energy, the Dealer Manager or the Tender and Information Agent make any recommendations as to whether holders should tender their Notes pursuant to the tender offer or provide the related consents, and no one has been authorized to make such a recommendation.

Northern Tier Energy expressly reserves the right, subject to applicable law, to terminate the tender offer and consent solicitation. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption in respect of the Notes.

About Northern Tier Energy

Northern Tier Energy LLC is an independent downstream energy company headquartered in Ridgefield, CT with refining, retail, and pipeline operations serving the PADD II region of the United States. The company was established to own and operate the St. Paul Park Refinery as well as a retail network of SuperAmerica brand convenience stores and a 17% equity interest in the Minnesota Pipeline.

Forward-Looking Statements

This press release contains certain “forward-looking statements” which reflect our views and assumptions on the date of this press release regarding future events. They involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. All forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise publicly any such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. Please refer to our filings with the SEC for more detailed information regarding these risks, uncertainties and assumptions.

SOURCE Northern Tier Energy LLC


Source: PR Newswire