Northern Tier Approves Merger With Western Refining

TEMPE, Ariz. — Shareholders of Northern Tier Energy LP (NTI) on Thursday approved its merger with Western Refining Inc. during a special meeting here.

Now that this action has been taken, the merger between the two companies closed immediately and Northern Tier’s shares no longer traded on the New York Stock Exchange as of 5 p.m. Eastern Daylight Time on June 23.

The merger was thought highly likely to be approved, as Western Refining already owned 38 percent of NTI common shares and 100 percent of the general partnership in the master limited partnership (MLP), and of course voted in favor of the deal.

In the convenience store industry, the merger combines approximately 395 convenience stores — 165 of which are operated by NTI in the Midwest primarily under the SuperAmerica brand name and Western Refining's 230 Giant, Mustang, Sundial and Howdy’s stores operated in the Southwest. Northern Tier also supports 99 franchised locations primarily in Minnesota and Wisconsin under the SuperAmerica LLC trademark.

“We are excited about the opportunities this merger provides Western,” said Jeff Stevens, CEO of Western Refining. “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.”

Approximately 96 percent of the NTI common units voted at the special meeting of NTI unitholders voted in favor of the approval of the merger agreement, which represented approximately 55 percent of NTI’s total outstanding common units as of the May 19, record date for the special meeting, according to the companies.

"We have demonstated good results from our unique refining and retail asset base at Western," said Stevens. "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 emrger and believe the future is very bright for Western."

Now that the merger is complete, Stevens will remain CEO of the combined company, while Paul Foster will remain executive chairman. Lamp is now president and chief operating officer of the newly merged company.

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