As filed with the Securities and Exchange Commission on June 30, 2016
Registration No. 333-190596
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Northern Tier
Energy LP
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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2911
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80-0763623
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(IRS Employer
Identification Number)
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1250 W. Washington Street, Suite 300
Tempe, Arizona 85281
(602) 302-5450
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Melissa M.
Buhrig
Executive Vice President, General Counsel and Secretary
1250 W. Washington Street, Suite 300
Tempe, Arizona 85281
(602) 302-5450
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Alan Beck
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002-6760
(713) 758-2222
Approximate date of
commencement of proposed sale to the public
: Not applicable.
If the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please 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:
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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.
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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.
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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.
x
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
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicated 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. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Automatic Shelf Registration Statement on Form S-3 (the Registration
Statement), originally filed with the Securities and Exchange Commission by Northern Tier Energy LP, a Delaware limited partnership (NTI):
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Registration Statement No. 333-190596, filed on August 13, 2013, registering the offering and sale from time to time of an unlimited number of common units representing limited partner interests (the Common
Units).
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Pursuant to the Agreement and Plan of Merger dated as of December 21, 2015 (the Merger
Agreement), by and among Western Refining, Inc., a Delaware corporation (WNR), Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of WNR (MergerCo), NTI and Northern Tier
Energy GP LLC, a Delaware limited liability company and the general partner of NTI (NTI GP), MergerCo merged with and into NTI (the Merger), with NTI surviving the Merger as a wholly-owned subsidiary of WNR, on June 23, 2016.
As a result of the Merger, NTI has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an
undertaking made by NTI in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance and remain unsold at the termination of such offering, NTI hereby
removes from registration by means of this Post-Effective Amendment No. 1 all of such securities NTI registered and remaining unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on June 30, 2016.
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NORTHERN TIER ENERGY LP
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By:
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Northern Tier Energy GP LLC,
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its general partner
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By:
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/s/ David L. Lamp
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Name:
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David L. Lamp
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Title:
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President and Chief Executive Officer of Northern Tier Energy GP LLC
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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President and Chief Executive Officer of
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/s/ David L.
Lamp
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Northern Tier Energy GP LLC
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David L. Lamp
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(Principal Executive Officer)
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June 30, 2016
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/s/ Karen B.
Davis
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Executive Vice President and Chief Financial
Officer of Northern Tier Energy GP LLC
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Karen B. Davis
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(Principal Financial Officer and
Principal Accounting Officer)
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June 30, 2016
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