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): October 17, 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.)

1250 W. Washington Street, Suite 300

Tempe, Arizona 85281

(Address of principal executive office) (Zip Code)

(602) 302-5450

(Registrant’s 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 7.01

Regulation FD Disclosure.

On October 17, 2016, Northern Tier Energy LP (the “Partnership”) issued a press release announcing the commencement of a cash tender offer (the “Tender Offer”) to purchase up to $195,000,000 aggregate principal amount of its outstanding 7.125% Senior Secured Notes due 2020 co-issued by Northern Tier Energy LLC and Northern Tier Finance Corporation, which are wholly owned subsidiaries of the Partnership. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase dated October 17, 2016 and the related Letter of Transmittal.

The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

99.1		Press Release of Northern Tier Energy LP dated October 17, 2016.

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Northern Tier Energy LP

By:		Northern Tier Energy GP LLC

By:		/s/ Karen B. Davis
Name:		Karen B. Davis
Title:		Executive Vice President and Chief Financial Officer

Dated: October 17, 2016

EXHIBIT INDEX


Exhibit Number		Description

99.1		Press Release of Northern Tier Energy LP dated October 17, 2016.

Northern Tier Energy LP 8-K