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Actionable news in NTI: NORTHERN TIER ENERGY LP,

Northern Tier Energy LP

Prospectuses and communications, business combinations

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Washington, D.C. 20549


Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

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:

Item 8.01 Other Events.

On October 23, 2015, Western Refining, Inc. (“ Western ”) delivered a non-binding proposal to the Conflicts Committee (the “ NTI Conflicts Committee ”) of the Board of Directors (the “ NTI Board ”) of Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP (“ NTI ”), to acquire all of NTI’s outstanding common units not already owned by Western and its affiliates in exchange for aggregate consideration per NTI common unit of $17.50 in cash and 0.2266 of a share of Western common stock in a transaction to be structured as a merger of NTI with a wholly-owned subsidiary of Western. The Proposal is subject to the negotiation and execution of a definitive agreement and approval of such definitive agreement and the transactions contemplated thereunder by Western’s board of directors, the NTI Conflicts Committee and the common unitholders of NTI.

It is anticipated that authority to evaluate and respond to the proposal will be delegated to the NTI Conflicts Committee by the NTI Board. There can be no assurance that a definitive agreement will be executed or that any transaction will be approved...