Northern Tier Energy LLC Announces Early Settlement of Tender Offer
for 10.50% Senior Secured Notes Due 2017 and Call for Redemption of
Remaining 10.50% Senior Secured Notes Due 2017
RIDGEFIELD, Conn., Nov. 9, 2012 /PRNewswire/ -- Northern Tier
Energy LLC ("Northern Tier Energy" or the "Company") announced
today that it has exercised the early settlement election
applicable to its previously announced tender offer (the "tender
offer") for the 10.50% Senior Secured Notes due 2017 (CUSIP No.
665828AC3) (the "Notes") issued by the Company and Northern Tier
Finance Corporation. The Company has accepted for purchase
$253,057,000 aggregate principal
amount of the Notes validly tendered at or before 5:00 p.m., New York
City time, on November 1, 2012
(the "early tender deadline") pursuant to the tender offer and has
paid the total consideration of $1,150 per $1,000
principal amount of Notes, which includes a consent payment of
$30 per $1,000 principal amount of Notes.
The tender offer will expire at 11:59
p.m., New York City time,
on November 14, 2012, unless extended
or earlier terminated by the Company in its sole discretion.
Holders who validly tender any remaining Notes after the early
tender deadline but on or prior to the tender offer expiration will
be eligible to receive $1,120 for
each $1,000 principal amount of
Notes.
The Company also announced today that it has issued a notice of
redemption for all of the Notes that remain outstanding following
consummation of the tender offer. On December 10, 2012 (the "redemption date"), the
Company will redeem the remaining Notes at a redemption price of
103% of the principal amount thereof, plus accrued and unpaid
interest to, but not including, the redemption
date.
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 distributed 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, the direct operating subsidiary of
Northern Tier Energy LP (NYSE: NTI), 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