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pete807

07/01/16 10:01 AM

#1878 RE: TEH721 #1877

With a lot of study I decided that the 26.06 would not happen as the language in that PR said it would be pro rated, ... to be decided. A lot of lawyer speak!
I elected the mixed even though I opposed the merger. There was no vote? presumably because they had the deal locked up with their control of both boards and help from too big to fail banks, allowed to play with a monumental conflict of interest for us private unit holders. The truth is much of the 62% of units not owned by WNR was not PRIVATE investor owned but in bank directed funds.
I reasoned that WNR certainly did NOT overpay for NTI and I could sell WNR when the market sees it.
IMO there will be a huge short squeeze sometime late this year or next because 27% of WNR float is shorted. All the cash flow is bound to help WNR.
Here is what really transpired:

EL PASO, Texas, June 29, 2016 (GLOBE NEWSWIRE) -- Western Refining, Inc. (NYSE:WNR) and Northern Tier Energy LP ("NTI"), a wholly-owned subsidiary of WNR, today announced that they have received the Merger Consideration proration results from American Stock Transfer & Trust Company, LLC in connection with the previously announced merger of NTI and a subsidiary of WNR (the "Merger"), pursuant to the Agreement and Plan of Merger dated December 21, 2015 (the "Merger Agreement"), which Merger closed on June 23, 2016. Pursuant to the Merger Agreement, WNR agreed to pay a total of approximately $860 million in cash and issue a total of approximately 17.1 million shares of WNR common stock, adjusted slightly for cash paid in lieu of fractional shares. Based upon the consideration elections made by NTI common unitholders, this cash and WNR common stock was allocated among NTI common unitholders as follows:


NTI common unitholders who made a valid "Mixed Election" (as defined in the Merger Agreement), or who made no election, received $15.00 in cash and 0.2986 of a share of WNR common stock for each such NTI common unit held.


NTI common unitholders who made a valid "Cash Election" (as defined in the Merger Agreement) received $15.357 in cash and 0.28896 of a share of WNR common stock, prorated in accordance with the Merger Agreement for each such NTI common unit held.


NTI common unitholders who made a valid "Stock Election" (as defined in the Merger Agreement) received 0.7036 of a share of WNR common stock for each such NTI common unit held.
Investors with questions regarding these proration results should contact D.F. King & Co., Inc. at (866) 416-0556.

Read more: http://www.nasdaq.com/press-release/western-refining-and-northern-tier-announce-proration-results-in-connection-with-merger-20160629-01022#ixzz4DAG81ohT