Northern Tier settles early tendered 10½% notes, calls remaining notes

By Marisa Wong

Madison, Wis., Nov. 9 - Northern Tier Energy LLC announced on Friday that it accepted for purchase $253,057,000 principal amount of 10½% senior secured notes due 2017 tendered by 5 p.m. ET on Nov. 1, the early tender date.

The company paid the total consideration of $1,150, which includes a $30 consent payment, per $1,000 principal amount of notes.

The tender offer is still set to expire at 11:59 p.m. ET on Nov. 14. It began on Oct. 17.

Holders who tender after the early deadline but prior to the expiration date will receive $1,120 per $1,000 of notes.

On Friday Northern Tier also issued a call notice for all notes that remain outstanding following the expiration of the tender offer. The notes will be redeemed at a redemption price of 103 plus accrued interest to the redemption date.

Consent solicitation

The company previously announced that it had sufficient tenders and consents from holders of the 10½% notes to amend the indenture governing the notes.

On Nov. 2 the company entered into a supplemental indenture eliminating most of the restrictive covenants and certain default provisions under the notes, according to an 8-K filed Tuesday with the Securities and Exchange Commission.

The consent expiration was previously extended to Nov. 1 from Oct. 30 due to the hurricane.

As reported, tenders for $253,057,000 principal amount of the notes were received by the original early deadline. That amount represented more than the majority needed to amend the indenture. No additional notes were tendered as of Nov. 1.

The company previously said that funding for the tender offer will come from a new senior secured debt offering. The company priced $275 million of 7 1/8% eight-year notes on Nov. 2.

Goldman Sachs & Co. is dealer manager (800 828-3182 or call collect 912 902-5183). Global Bondholder Services Corp. is tender and information agent (866 294-2200).

Northern Tier is a Ridgefield, Conn.-based downstream energy company. It 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.

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