January 16, 2013
Via Edgar
H Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Northern Tier Energy LP |
| Registration Statement on Form S-1 (as amended) |
| File No. 333-185124 |
Ladies and Gentlemen:
As Representatives of the several underwriters of the proposed public offering of up to 9,000,000 common units representing limited partner interests (and up to 1,350,000 additional common units upon exercise of an option), we hereby join the Partnership’s request for acceleration of the Registration Statement, requesting effectiveness for 4:00 p.m. eastern time on January 17, 2013, or as soon thereafter as is practicable.
In connection with the Registration Statement, we wish to advise you that we have distributed approximately 500 copies of the Partnership’s Preliminary Prospectus dated January 16, 2013 to prospective underwriters, institutional investors, prospective dealers, individuals, rating agencies and others.
We have been informed by the participating underwriters that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature Page Follows]
| Very truly yours, | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: Victoria Hale | ||
| Title: Vice President | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Oscar Brown | |
| Name: Oscar Brown | ||
| Title: Managing Director | ||
| GOLDMAN, SACHS & CO. | ||
| By: | /s/ Michael Hickey | |
| Name: Michael Hickey | ||
| Title: Vice President | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Robert Waldron | |
| Name: Robert Waldron | ||
| Title: Vice President | ||
| UBS SECURITIES LLC | ||
| By: | /s/ Rome Arnold | |
| Name: Rome Arnold | ||
| Title: Managing Director | ||
| By: | /s/ Adrian Sackett | |
| Name: Adrian Sackett | ||
| Title: Executive Director | ||