UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~June 23~~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 Organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
1250 W. Washington Street, Suite 300 Tempe, Arizona		85281
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~1250 ~~telephone~~W. ~~number~~Washington Street, ~~including~~Suite ~~area~~300 ~~code: (602) 302-5450~~

Tempe, Arizona 85281

(Address of principal executive office) (Zip Code)

(602) 302-5450

(Registrants’ telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.01. ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

OnContribution 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”).

AtOn ~~the~~September ~~effective~~7, ~~time~~2016, ofSt. ~~the~~Paul ~~Merger~~Park ~~(the~~Refining ~~“Effective~~Co. ~~Time~~LLC (“SPPR”), ~~each~~an ~~NTI~~indirect ~~Common~~wholly-owned ~~Unit~~subsidiary ~~issued~~of ~~and~~Western ~~outstanding~~Refining, Inc. ~~immediately~~(“Western”) ~~prior~~and towholly-owned ~~the~~subsidiary ~~Effective~~of ~~Time~~Northern ~~and~~Tier ~~not~~Energy ~~owned~~LLC, bywhich ~~WNR~~is ora ~~any~~wholly-owned subsidiary of ~~its~~Northern ~~subsidiaries~~Tier ~~was~~Energy ~~converted~~LP ~~into~~ (the ~~right to receive~~“Partnership”), atentered ~~the~~into ~~election~~a ofContribution, ~~the~~Conveyance ~~holder~~and Assumption Agreement (the “~~Merger~~Contribution ~~Consideration~~Agreement”) ~~either~~by ~~(i) $15.00~~and inamong ~~cash without~~Western, ~~interest~~SPPR, Western Refining Logistics, LP (“WNRL”) and ~~0.2986~~Western ofRefining aLogistics ~~share~~GP, ofLLC, ~~WNR~~the ~~common~~general ~~stock~~partner of WNRL (the “~~Mixed Consideration~~WRGP”)~~, (ii) $26~~.06 Pursuant into ~~cash~~the ~~without~~terms ~~interest~~of (the ~~“Cash~~Contribution ~~Consideration”)~~Agreement, orSPPR ~~(iii) 0.7036~~has ofagreed ato ~~share~~sell ofto ~~WNR common~~WNRL ~~stock~~approximately ~~(the~~four ~~“Stock~~million ~~Consideration”).~~barrels ~~Elections~~of torefined ~~receive~~product ~~the~~and ~~Cash~~crude ~~Consideration~~oil orstorage ~~the~~tanks, ~~Stock~~a ~~Consideration~~light ~~were~~products ~~subject~~terminal, toa ~~proration~~heavy asproducts ~~provided~~loading ~~for~~rack, incertain ~~the~~rail ~~Merger~~and ~~Agreement~~barge facilities, tocertain ~~ensure~~other ~~that~~related ~~the~~logistics ~~total~~assets, ~~amount~~and oftwo ~~cash~~crude ~~paid~~ oil pipeline segments and ~~the~~one ~~total~~pipeline ~~number~~segment ofnot ~~shares~~currently in service, each of ~~WNR~~which ~~common~~is ~~stock~~approximately ~~issued~~2.5 miles inand ~~the~~extends ~~Merger~~from asSPPR’s arefinery ~~whole~~in ~~were~~St. ~~equal~~Paul Park, Minnesota to SPPR’s tank farm in Cottage Grove, Minnesota (collectively, the “Contributed Assets”), in exchange for total ~~amount~~consideration of ~~cash~~$210 ~~and~~million, ~~number~~comprised of ~~shares~~$195 million ofin ~~WNR~~cash ~~common~~and ~~stock~~$15 million ~~that~~of ~~would~~common units ~~have~~representing ~~been~~limited ~~paid~~partner ~~and~~interests ~~delivered~~in ifWNRL ~~all~~issued ~~NTI~~to ~~unitholders~~SPPR ~~made~~(the antransactions ~~election~~contemplated ~~to receive~~by the ~~Mixed~~Contribution ~~Consideration.~~Agreement, the “Transaction”).

The ~~final~~Contribution ~~results~~Agreement ofhas customary representations and warranties regarding the ~~Merger~~Contributed ~~Consideration~~Assets ~~election~~and ~~are~~the Transaction, as ~~follows:~~well as customary covenants and indemnity provisions. The parties have agreed to indemnify each other with regards to breaches of their respective representations, warranties and covenants set forth in the Contribution Agreement. The parties have also agreed, subject to certain limitations, to indemnify each other with regards to environmental losses arising from the operation of the Contributed Assets during the parties’ respective periods of ownership of the Contributed Assets. In addition, WNRL has agreed, subject to certain exceptions, to assume the liabilities arising from the ownership and operation of the Contributed Assets and has agreed to indemnify Western with respect to such assumed liabilities.

•The ~~Holders~~consummation of ~~approximately~~the ~~5.5%~~Transaction is subject to the satisfaction of certain closing conditions, including, among other things, the ~~outstanding~~absence of ~~NTI~~legal ~~Common~~impediments ~~Units~~prohibiting ~~(excluding~~the ~~NTI~~Transaction, ~~Common~~the ~~Units~~absence ~~owned~~of bya ~~WNR~~material adverse effect on the Contributed Assets or ~~any~~the financial condition, liabilities or results of ~~its~~operations ~~subsidiaries~~of the business relating to the Contributed Assets and the receipt by Western from an independent appraiser of a written certificate stating that the release of the Contributed Assets under the NTI Indenture (as defined in the Contribution Agreement) ~~elected~~will not impair the security under the NTI Indenture. There is no assurance that all of the conditions to ~~receive~~the consummation of the ~~Mixed~~Transaction ~~Consideration;~~will be satisfied. The Partnership currently expects the Transaction to close on or about September 15, 2016.

•In ~~Holders~~connection ofwith ~~approximately~~the ~~69.9%~~closing of the ~~outstanding~~Transaction, ~~NTI~~SPPR ~~Common~~will ~~Units~~enter into a terminalling, transportation and storage services agreement (~~excluding~~the “Terminalling ~~NTI~~Agreement”) ~~Common~~with ~~Units~~Western Refining Terminals, LLC (“WRT”), an indirect, wholly-owned bysubsidiary ~~WNR~~of WNRL. Pursuant to the Terminalling Agreement, WRT will provide product storage services, product throughput services and product additive and blending services at the terminal facilities located at or ~~any~~near SPPR’s refinery in St. Paul Park, Minnesota. In exchange for such services, SPPR has agreed to certain minimum volume commitments and to pay certain fees. In connection with the execution of ~~its~~the ~~subsidiaries)~~Terminalling ~~elected~~Agreement, the Partnership has agreed to ~~receive~~guarantee SPPR’s payment obligations under the ~~Cash~~Terminalling ~~Consideration;~~Agreement. The Terminalling Agreement will have an initial term of ten years, which may be extended for up to two renewal terms of five years each upon the mutual agreement of the parties.

•The Contribution ~~Holders~~Agreement ofis ~~approximately~~filed 1as Exhibit 2.7%1 ofto ~~the~~this ~~outstanding~~Current ~~NTI~~Report ~~Common~~on ~~Units~~Form ~~(excluding~~8-K, ~~NTI~~and ~~Common~~the ~~Units~~foregoing ~~owned~~description byof ~~WNR~~the orContribution ~~any~~Agreement ofis ~~its~~qualified ~~subsidiaries)~~in ~~elected~~its toentirety ~~receive~~by ~~the~~reference ~~Stock~~to ~~Consideration;~~such ~~and~~exhibit.

•Relationships 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.

OnEach ~~June 29~~of the Partnership, SPPR, ~~2016~~WNRL, ~~WNR~~WRGP and ~~NTI~~WRT ~~issued~~is a ~~press~~direct ~~release~~or ~~announcing~~indirect ~~the Merger~~subsidiary ~~Consideration~~or ~~proration~~affiliate ~~results~~of Western. As a result, ~~which~~certain ~~press~~individuals, ~~release~~including isofficers ~~furnished~~and directors of Western and WRGP, serve as ~~Exhibit~~officers ~~99.1~~and/or todirectors ~~this~~of ~~Current~~more ~~Report~~than onone ~~Form~~of 8such other entities. Western owns through its wholly-Kowned subsidiaries all of the limited partner interests and ~~incorporated~~general bypartner ~~reference~~interests ~~herein~~in the Partnership. Western also owns through its wholly-owned subsidiaries 8,579,623 common units (not including the $15 million of common units to be issued to SPPR in connection with the closing of the Transaction) representing limited partner interests of WNRL and all of the

~~The~~ subordinated ~~foregoing~~units ~~summary~~representing oflimited ~~the~~partner ~~Merger~~interests ~~and~~in ~~the~~WNRL. ~~Merger~~In ~~Agreement~~addition, ~~does~~Western ~~not~~owns, ~~purport~~through toits bewholly-owned ~~complete~~subsidiary, ~~and~~Western isRefining ~~subject~~Southwest, toInc., ~~and qualified in its entirety by~~80,000 ~~the~~units ~~full~~of ~~text~~a class of limited ~~the~~partner ~~Merger~~interests ~~Agreement,~~in ~~which~~WNRL ~~was~~referred ~~filed~~to as ~~Exhibit~~the ~~2.1~~“TexNew toMex ~~NTI’s~~Units.” ~~Current~~WRGP ~~Report~~also onowns ~~Form~~a 8non-Keconomic ~~filed~~general onpartner ~~December 23,~~interest ~~2015~~in WNRL.

~~Item~~Cautionary ~~3.01~~Statement ~~Notice~~on ofForward-Looking ~~Delisting~~Statements ~~or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.~~

This Current Report on Form 8-K contains forward-looking statements. The ~~information~~forward-looking ~~included~~statements contained herein include statements about the future: the closing of the Transaction, including (i) the entrance into a terminalling, transportation and storage services agreement and (ii) the satisfaction of closing conditions, including, among other things, the absence of legal impediments prohibiting the Transaction, the receipt by Western of a certificate from an independent appraiser with respect to the release of the Contributed Assets under ~~Item 2~~the NTI Indenture and the absence of a material adverse effect on the Contributed Assets or the financial condition, liabilities or results of operations of the business relating to the Contributed Assets; and the form of the consideration payable to SPPR by WNRL.01 ~~above~~These statements are subject to the general risks inherent in the Partnership’s businesses and may or may not be realized. Some of the Partnership’s expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, the Partnership’s business and operations involve numerous risks and uncertainties, many of which are beyond the Partnership’s control, which could materially affect the Partnership’s financial condition, results of operations and cash flows. Additional information relating to the uncertainties affecting the Partnership’s business is ~~incorporated~~contained ~~into~~in ~~this~~its ~~Item 3~~filings with the Securities and Exchange Commission.01 byThe ~~reference~~forward-looking statements are only as of the date made, and the Partnership does not undertake any obligation to (and each expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events.

InItem 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 Agreement9.01. ~~NTI~~Financial ~~requested~~Statements ~~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~~Exhibits. ~~NTI Common Units were suspended from trading on the NYSE prior to the opening of trading on June 24, 2016.~~

2(d) Exhibits.

Item 3.03 Material Modification to Rights of Security Holders.


Exhibit Number		Description

2.1*		Contribution, Conveyance and Assumption Agreement, dated as of September 7, 2016, by and among Western Refining, Inc., St. Paul Park Refining Co. LLC, Western Refining Logistics GP, LLC and Western Refining Logistics, LP.

~~The~~* ~~information~~Pursuant ~~included~~to ~~under~~ Item 601(b)(2~~.01~~) ~~above~~of isRegulation ~~incorporated~~S-K, ~~into~~the ~~this~~Partnership ~~Item 3.03~~agrees byto ~~reference~~furnish supplementally a copy of any omitted exhibit or schedule to the U.S. Securities and Exchange Commission upon request.

~~Pursuant~~SIGNATURES 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 NTI’s 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 NTI’s Current Report on Form 8-K filed on June 13, 2016.

AtPursuant to the ~~Effective~~requirements ~~Time,~~of inthe ~~accordance~~Exchange ~~with~~Act ~~the~~of ~~Merger Agreement~~1934, as amended, the ~~outstanding~~registrant ~~equity~~has ~~awards~~duly ~~issued~~caused ~~under~~this ~~the~~report ~~NTI~~to ~~2012~~be ~~Long-Term~~signed ~~Incentive~~on ~~Plan~~its ~~received~~behalf by the ~~following~~undersigned ~~treatment:~~thereunto duly authorized.

• 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;


	Northern Tier Energy LP

	By: Northern Tier Energy GP LLC,
	its general partner

Dated: September 7, 2016	By:	/s/ Karen B. Davis
	Name:	Karen B. Davis
	Title:	Executive Vice President and Chief Financial Officer

•EXHIBIT ~~each~~INDEX 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

• 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.


Exhibit Number		Description

2.1*		Contribution, Conveyance and Assumption Agreement, dated as of September 7, 2016, by and among Western Refining, Inc., St. Paul Park Refining Co. LLC, Western Refining Logistics GP, LLC and Western Refining Logistics, LP.

~~The~~* ~~NTI~~Pursuant ~~phantom~~to ~~units~~Item ~~and~~601(b)(2) ~~NTI~~of ~~restricted~~Regulation ~~units~~S-K, ~~discussed~~the ~~above~~Partnership ~~were~~agrees ~~converted~~to ~~into~~furnish ~~their~~supplementally ~~new~~a ~~WNR~~copy ~~awards using~~of aany ~~formula~~omitted ~~that~~exhibit ~~utilized~~or schedule to the ~~exchange~~U.S. ~~rates~~Securities ofand ~~the~~Exchange ~~Mixed~~Commission ~~Consideration.~~upon request.

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 Submission of Matters to a Vote of Security Holders.

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 NTI’s 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:

Proposal 1 – The Merger Proposal

NTI unitholders approved the Merger Proposal based on the following results:

Votes For		Votes Against		Votes Abstain
50,756,271		2,227,495		136,986

Proposal 2 – The NTI Compensation Proposal

NTI unitholders approved, on an advisory, non-binding basis, the Compensation Proposal based on the following results:

Votes For		Votes Against		Votes Abstain
49,554,626		3,043,928		522,198

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
99.1		Press Release of Western Refining, Inc. and Northern Tier Energy LP dated June 29, 2016.

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.

Northern Tier Energy LP By: Northern Tier Energy GP LLC, its general partner By: /s/ Karen B. Davis Name: Karen B. Davis Title: Executive Vice President and Chief Financial Officer

Date: June 29, 2016

EXHIBIT INDEX

ExhibitNumber		Description
99.1		Press Release of Western Refining, Inc. and Northern Tier Energy LP dated June 29, 2016.

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