Northern Tier Energy LP 4
4 · Northern Tier Energy LP · Filed Nov 14, 2013
Insider Transaction Report
Form 4
Transactions
- Sale
Common Units
2013-11-12−35,622,500→ 0 total(indirect: See Explanation of Responses)
Footnotes (5)
- [F1]David Bonderman and James G. Coulter are officers and sole stockholders of TPG Advisors VI, Inc., a Delaware corporation (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Refining, L.P., a Delaware limited partnership ("TPG Refining").
- [F2]TPG Refining is a member of NTI GenPar, LLC, a Delaware limited liability company, which is the general partner of Northern Tier Investors LP, a Delaware limited partnership, which is the sole member of Northern Tier Investors, LLC, a Delaware limited liability company, which is the sole member of Northern Tier Holdings LLC, a Delaware limited liability company ("NTH"), which directly held the common units of Northern Tier Energy LP (the "Issuer") reported herein (the "TPG Common Units").
- [F3]On November 11, 2013, NTH contributed all of the TPG Common Units to a wholly owned subsidiary, NT InterHoldCo LLC ("InterHoldCo"). On November 12, 2013, NTH sold all of its membership interests in InterHoldCo to Western Refining, Inc. for an aggregate purchase price of $775,000,000. As a result, the Reporting Persons no longer beneficially own any interest in the Issuer.
- [F4]Because of the relationship between the Reporting Persons and NTH, the Reporting Persons may have been deemed to have beneficially owned the TPG Common Units to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of NTH. Each Reporting Person disclaims beneficial ownership of the TPG Common Units, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F5]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.