Western Refining Offers To Acquire Northern Tier Energy - Quick Facts

(RTTNews) - Western Refining Inc. (WNR) announced that it has submitted a proposal to the Conflicts Committee of the Board of Directors of the general partner of Northern Tier Energy LP (NTI) to acquire all of NTI's outstanding publicly-held common units.

The proposed purchase price for each NTI common unit is comprised of $17.50 in cash and 0.2266 of a share of Western common stock. The proposed consideration represents a 15% premium to the 20-day volume weighted average price ("VWAP") of NTI's common unit price as of October 23, 2015, and represents aggregate consideration of $27.62 per NTI common unit based on the 20-day VWAPs for NTI and Western as of October 23, 2015.

Assuming completion of the proposed transaction, NTI will become a wholly-owned subsidiary of Western and NTI common units will cease to be publicly traded. NTI's 7.125% Senior Secured Notes due 2020 will remain outstanding.

The proposed transaction is subject to the negotiation and execution of mutually acceptable definitive documentation and approval by Western's Board of Directors, NTI's Conflicts Committee and the common unitholders of NTI.

Western owns 100% of the general partner of NTI and owns approximately 38% of the outstanding common units of NTI.

Separately, Northern Tier Energy LP announced that the Conflicts Committee of the Board of Directors of NTI's general partner received a non-binding proposal from Western Refining, Inc. (WNR) whereby Western would acquire all of NTI's outstanding publicly traded common units in exchange for aggregate consideration of $17.50 in cash and 0.2266 of a share of Western common stock.

The proposed consideration represents a 15% premium to the 20-day volume weighted average price of NTI's common unit price as of October 23, 2015, and represents aggregate consideration of $27.62 per NTI unit based on 20-day VWAPs for NTI and Western as of October 23, 2015.

Western currently owns approximately 38% of the common units and 100% of the general partnership interest of NTI.

It is anticipated that the Board of Directors of NTI's general partner will delegate to its Conflicts Committee the authority to consider and respond to the proposal and that the Conflicts Committee will engage its own independent legal and financial advisors in connection with considering the proposal.