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Tesoro Logistics to Acquire Remaining Portion of QEP Midstream Partners

Source: www.gulfoilandgas.com 4/6/2015, Location: North America

Tesoro Logistics LP and QEP Midstream Partners, LP 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.



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Related Categories: Accounting, Statistics  Acquisitions and Divestitures  Asset Portfolio Management  Economics/Financial Analysis  General  Industrial Development  Insurance  Investment  Mergers and Acquisitions  Risk Management 

Related Articles: Accounting, Statistics  Acquisitions and Divestitures  Asset Portfolio Management  Economics/Financial Analysis  General  Insurance  Investment  Mergers and Acquisitions  Risk Management 


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