Western Refining now owns all of NTI’s outstanding common units, and WNR expects this new merger to drive significant profitability growth.
The common unitholders of Northern Tier Energy LP (NTI), who met on June 23, 2016, have officially voted in favor of the merger of NTI and a subsidiary of Western Refining Inc. (WNR). The merger was then completed, later that day, as all closing conditions to the merger were satisfied.
The move was approved, pursuant to the Agreement and Plan of Merger dated December 21, 2015 (the “Merger Agreement”), between NTI, WNR and certain other related parties thereto.
“We are excited about the opportunities this merger provides Western. It results in a company with three of the best performing refineries on a gross margin per barrel basis. 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,” Jeff Stevens, CEO of Western Refining stated.
“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 NTI refining and retail assets, we expect to grow our profitability as the year continues. We look forward to realizing the potential of the merger and believe the future is very bright for Western,” Stevens continued.
Approximately 96% of the NTI common units who voted at the special meeting of NTI unitholders voted in favor of the approval of the Merger Agreement and the transactions contemplated thereby, which represented approximately 55% of NTI’s total outstanding common units as of the May 19, 2016, record date for the special meeting. Approximately 93% of the NTI common units who voted at the special meeting of NTI unitholders voted, on an advisory, non-binding basis, in favor of the compensation payments that may be paid or become payable to NTI’s named executive officers in connection with the merger, which represented approximately 53% of NTI’s total outstanding common units as of such record date.
Pursuant to the Merger Agreement, WNR acquired all of NTI’s outstanding common units not already owned by WNR and its subsidiaries. Under the terms of the Merger Agreement, NTI unitholders were entitled to elect to receive: (i) $15.00 in cash without interest and 0.2986 of a share of WNR common stock (the “Mixed Election”), (ii) $26.06 in cash without interest (the “Cash Election”) or (iii) 0.7036 of a share of WNR common stock (the “Stock Election”), for each NTI common unit they owned immediately prior to the merger. The election is subject to proration to ensure that the aggregate cash paid and WNR common stock issued in the merger will equal the total amount of cash and number of shares of WNR common stock that would have been paid and delivered if all NTI unitholders received $15.00 in cash and 0.2986 of a share of WNR common stock per NTI common unit. Preliminary merger consideration election results were previously disclosed by WNR and NTI in a joint press release dated June 22, 2016. The final allocation of merger consideration, which is currently expected to occur on or about June 28, 2016, will be calculated in accordance with the terms of the Merger Agreement.
Effective as of 5 p.m. EDT on June 24, 2016, NTI will ceased to be a publicly traded company and its common units will no longer be traded on the NYSE.
