Mergers & Acquisitions

Merger Complete for Western Refining, Northern Tier

Consolidation will streamline corporate structure, provide geographic diversity

EL PASO, Texas -- At a special meeting June 23, Northern Tier Energy LP unit holders voted to approve the previously announced merger of Northern Tier and a subsidiary of Western Refining Inc. On the same day, the companies satisfied all closing conditions and successfully completed the merger.

The companies announced the merger plan in December 2015.

Pursuant to the merger agreement, Western Refining acquired all of Northern Tier’s outstanding common units not already owned by Western Refining and its subsidiaries.

The merger provides opportunities for Western Refining, said CEO Jeff Stevens. “It results in a company with three of the best-performing refineries on a gross-margin-per-barrel basis," he said. "Our geographic mix gives us significant diversity both in terms of crude-oil-basin access and product distribution areas, and also results in a more simplified corporate structure.”

Stevens continued, “We have demonstrated good results from our unique refining and retail asset base at Western. Margins in the Southwest have been strong in the second quarter, and with the addition of the Northern Tier refining and retail assets, we expect to grow our profitability as the year continues. We look forward to realizing the potential of the merger.”

Approximately 96% of the Northern Tier holders of common units voted at the special meeting in favor of the approval of the merger agreement and transactions.

Northern Tier will cease to be a publicly traded company and its common units will no longer be traded on the NYSE.

El Paso, Texas-based Western Refining is an independent refining and marketing company. Its refining segment operates refineries in El Paso and Gallup, N.M. The retail segment includes 260 gas stations, convenience stores under the Giant, Mustang, Sundial and Howdy's brands, as well as unmanned fleet fueling locations, in Arizona, Colorado, New Mexico and Texas. Western Refining owns the general partner and approximately 66% of the limited partnership interest in Western Refining Logistics and the general partner and approximately 38% of the limited partnership interest in Northern Tier Energy LP.

Northern Tier Energy, Tempe, Ariz., is an independent downstream energy company with refining, retail and logistics operations. It operates a refinery located in St. Paul Park, Minn. It also operates approximately 165 convenience stores and supports approximately 102 franchised convenience stores, primarily in Minnesota and Wisconsin, under the SuperAmerica brand, and a bakery and commissary under the SuperMom's brand.

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