Tesoro Logistics LP (NYSE: TLLP) will acquire QEP Midstream Partners LP (NYSE: QEPM) through a unit-for-unit exchange. The companies said April 6 that they signed a definitive merger agreement.
Greg Goff, chairman and CEO of QEP Midstream Partners GP, said the merger will allow a simplified business structure.
QEP Midstream’s unitholders will receive 0.3088 Tesoro Logistics common units for each QEPM common unit. QEP Midstream’s units are priced at $17.09 each. Tesoro Logistics owns about 55.8% limited partner interest in QEP Midstream. This is comprised of about 3.7 million common units, about 26.7 million subordinated units and 100% of the limited liability company interests of QEP Midstream Partners GP, the general partner.
Both companies’ boards of directors approved the transaction. The general partner's conflicts committee also approved it.
The transaction is scheduled to close this year, subject to approval by QEP Midstream’s unitholders and other conditions.
Norton Rose Fulbright US LLP was Tesoro Logistics’ legal counsel. Tudor, Pickering, Holt & Co. was the conflicts committee’s financial adviser. Andrews Kurth was the committee’s special legal adviser.
Midstream-focused Tesoro Logistics LP is based in San Antonio.
QEP Midstream Partners LP is also based in San Antonio.
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