Tesoro Logistics LP (TLLP) (“TLLP”) and QEP Midstream Partners, LP (QEPM) (“QEPM”) today jointly announced the signing of a definitive merger agreement whereby TLLP will acquire QEPM in a unit-for-unit exchange. Under the terms of the merger agreement, QEPM public unitholders will receive 0.3088 TLLP common units for each QEPM Common Unit held. This consideration is valued at $17.09 per QEPM common unit based on today’s TLLP closing price of $55.34 and represents an 8.5% premium to TLLP’s original proposal of 0.2846 announced on December 2, 2014 and an 8.6% premium to today’s QEPM closing price of $15.74. The transaction has been approved by the boards of directors at both companies as well as the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of QEP Midstream Partners GP, LLC, the general partner of QEPM (“QEPM GP”).
“We are pleased to announce the execution of this agreement for the merger of QEP Midstream Partners into Tesoro Logistics,” said Greg Goff, Chairman and Chief Executive Officer of TLLP’s general partner. “The merger will allow for a more simplified business structure, which is consistent with our integrated logistics strategy.”
TLLP currently owns an approximate 55.8% limited partner interest in QEPM, consisting of 3,701,750 common units and 26,705,000 subordinated units, and 100% of the limited liability company interests of QEPM GP, which itself holds a 2% general partner interest and 100% of the incentive distribution rights in QEPM.
The transaction is expected to close in 2015 and is subject to customary closing conditions, including approval by the QEPM unitholders.
Norton Rose Fulbright US LLP acted as legal counsel to TLLP. Tudor, Pickering, Holt & Co. acted as financial advisor to the Conflicts Committee, and Andrews Kurth acted as special legal advisor to the Conflicts Committee.
About Tesoro Logistics LP
Tesoro Logistics LP is a leading full-service logistics company operating primarily in the Western and Mid-Continent regions of the United States. TLLP owns and operates a network of over 3,500 miles of crude oil, refined products and natural gas pipelines. TLLP also owns and operates 28 crude oil and refined products truck and marine terminals and has over 9 million barrels of storage capacity. In addition, TLLP owns and operates four natural gas processing complexes and one fractionation facility. TLLP is a fee-based, growth oriented Delaware limited partnership formed by Tesoro Corporation and is headquartered in San Antonio, Texas.
About QEPM Midstream Partners, LP
QEP Midstream Partners, LP is a master limited partnership that was formed to own, operate, acquire and develop midstream assets. QEPM provides midstream gathering and processing services to companies in the Green River, Uinta and Williston basins. Further information about the Partnership is available at www.qepm.com.