Attached files
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Northern Tier Energy LP
(Exact name of registrant as specified in its charter)
Delaware | 2911 | 80-0763623 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
38C Grove Street, Suite 100
Ridgefield, Connecticut 06877
(203) 244-6550
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Peter T. Gelfman
Vice President, General Counsel and Secretary
38C Grove Street, Suite 100
Ridgefield, Connecticut 06877
(203) 244-6550
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Douglas E. McWilliams Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002-6760 (713) 758-2222 |
M. Breen Haire Baker Botts L.L.P. 910 Louisiana Street Houston, Texas 77002 (713) 229-1234 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ Registration No. 333-185124
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (1)(2) |
Amount of Registration Fee (3) | ||||
Common units representing limited partner interests |
12,305,000 | $24.46 | $300,980,300.00 | $41,053.71 | ||||
|
(1) | Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes additional common units that the underwriters have the option to purchase. |
(2) | Estimated solely for the purpose of calculating the registration fee. |
(3) | The Registrant previously paid $34,305.28 of the total registration fee. |
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common units of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-185124), originally filed by the Registrant on November 21, 2012 and declared effective on January 17, 2013 (the Prior Registration Statement), and is being filed for the sole purpose of registering an additional 1,955,000 securities of the same class as were included in the Prior Registration Statement.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
All exhibits previously filed or incorporated by reference in the registrants Registration Statement on Form S-1, as amended (Registration No. 333-185124), are incorporated by reference into, and shall be deemed to be a part of this filing, except for the following, which are filed herewith:
Item 16. | Exhibits. |
Exhibit No. |
Description | |||
5.1 | | Opinion of Vinson & Elkins L.L.P. | ||
23.1 | | Consent of PricewaterhouseCoopers LLP (pertaining to Northern Tier LLC). | ||
23.2 | | Consent of PricewaterhouseCoopers LLP (pertaining to St. Paul Park Refinery and Retail Marketing Business). | ||
23.3 | | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). | ||
24.1* | | Power of Attorney. |
* | Incorporated by reference to the signature page to the registrants registration statement on Form S-1 (Registration No. 333-185124). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ridgefield, State of Connecticut, on January 17, 2013.
Northern Tier Energy LP | ||||
By: |
Northern Tier Energy GP LLC, | |||
its general partner | ||||
By: | /s/ Peter T. Gelfman | |||
Name: | Peter T. Gelfman | |||
Title: | Vice President, General Counsel and | |||
Secretary of Northern Tier Energy GP LLC |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.
Signature |
Title |
Date | ||
/S/ HANK KUCHTA* Hank Kuchta |
President, Chief Executive Officer and Director of Northern Tier Energy GP LLC |
January 17, 2013 | ||
/S/ DAVID BONCZEK* David Bonczek |
Chief Financial Officer of Northern Tier Energy GP LLC (Principal Financial Officer and Principal Accounting Officer) |
January 17, 2013 | ||
/S/ DAN F. SMITH * Dan F. Smith |
Director and Executive Chairman of Northern Tier Energy GP LLC |
January 17, 2013 | ||
/S/ BERNARD W. ARONSON* Bernard W. Aronson |
Director of Northern Tier Energy GP LLC |
January 17, 2013 | ||
/S/ JONATHAN GINNS* Jonathan Ginns |
Director of Northern Tier Energy GP LLC |
January 17, 2013 | ||
/S/ THOMAS HOFMANN* Thomas Hofmann |
Director of Northern Tier Energy GP LLC |
January 17, 2013 | ||
/S/ SCOTT D. JOSEY* Scott D. Josey |
Director of Northern Tier Energy GP LLC |
January 17, 2013 | ||
/S/ ERIC LIAW* Eric Liaw |
Director of Northern Tier Energy GP LLC |
January 17, 2013 | ||
/S/ MICHAEL MACDOUGALL* Michael MacDougall |
Director of Northern Tier Energy GP LLC |
January 17, 2013 |
*By: | /s/ Peter T. Gelfman | |
Peter T. Gelfman | ||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit No. |
Description | |||
5.1 | | Opinion of Vinson & Elkins L.L.P. | ||
23.1 | | Consent of PricewaterhouseCoopers LLP (pertaining to Northern Tier LLC). | ||
23.2 | | Consent of PricewaterhouseCoopers LLP (pertaining to St. Paul Park Refinery and Retail Marketing Business). | ||
23.3 | | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). | ||
24.1* | | Power of Attorney. |
* | Incorporated by reference to the signature page to the registrants registration statement on Form S-1 (Registration No. 333-185124). |