Western Refining Acquires Ownership Interests in Northern Tier Energy LP

abarrelfull wrote on 13 Nov 2013 09:11
Tags: n-america refinery usa western-refining

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Western Refining, Inc. (NYSE:WNR) today announced that it has entered into a definitive agreement to acquire ACON Investments' (ACON) and TPG's ownership interests in Northern Tier Energy LP (NYSE:NTI) for a total consideration of $775 million. ACON and TPG will receive the distribution on the common units that Western has acquired with respect to the quarter ended September 30, 2013. As a result of this transaction, Western owns Northern Tier Energy's general partner and 35,622,500 limited partner units, or approximately 38.7% of Northern Tier Energy. The balance of the limited partner units will remain publicly traded. The transaction was signed and closed on November 12, 2013.

Jeff Stevens, Chief Executive Officer and President of Western, said, "This investment further enhances our strategic goal of expanding our refining presence in areas with direct pipeline access to cost-advantaged crude oil resources. By adding these strategically aligned assets to our business portfolio, this transaction adds scale to our business and diversifies our operations by adding a new geographic region to our refining platform. Northern Tier Energy's St. Paul Park refinery is a very successful refinery with pipeline access to cost-advantaged crude oil and refined product regions that historically have generated strong product margins. The combined strength and scale of the two organizations will provide future growth opportunities for both companies over the long-term."

Hank Kuchta, Chief Executive Officer and President of Northern Tier Energy, said, "We are excited to welcome Western as a new strategic partner and investor that is committed, as much as we are, to Northern Tier Energy's long-term success. We thank ACON and TPG for their support over the past three years and we now look forward to working together with the Western Refining team to maximize value for all of our stakeholders."

Assets Acquired Description

Northern Tier Energy's assets are located in the Upper Midwest region and include the following:

• St. Paul Park Refinery in St. Paul Park, Minnesota
• 89,500 barrels per day refining capacity
• Processes 100% cost-advantaged crude oil – 75% light, 25% heavy
• Pipeline access to Bakken and Canadian crude oil
• 17% interest in a 455,000 barrel per day crude oil pipeline
• Products terminals, storage tanks, rail facilities and Mississippi river dockage
• Retail assets which include the SuperAmerica retail channel
• 163 company operated convenience stores
• 74 franchised convenience stores
• Located primarily in Minnesota and Wisconsin

As a result of the acquisition, Western's platform will include:

• Refining capacity of 242,500 barrels per day
• Pipeline access to cost-advantaged crude oil sources in the Bakken, Permian, San Juan, and western Canada regions
• Wholesale distribution of approximately 160,000 barrels per day to customers in the Southwest, mid-Atlantic, and Upper Midwest
• Integrated network of 458 retail convenience stores
• Extensive crude oil and refined product logistics assets

Transaction Financing

Western financed the transaction with a $550 million Senior Secured Term Loan B facility. The remainder of the transaction, including fees and expenses, was funded with $245 million in cash from Western.

Pillsbury Winthrop Shaw Pittman LLP and Davis Polk & Wardwell LLP served as Western's legal counsel. UBS Securities LLC acted as Western's financial advisor in connection with the acquisition. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC acted as Joint Lead Arrangers for the financing.

• Western Refining Acquires Ownership Interests in Northern Tier Energy LP

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