TLLP to acquire remaining portion of QEPM

Tesoro Logistics LP (NYSE: TLLP) and QEP Midstream Partners LP (NYSE: QEPM) have signed 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 the April 6 TLLP closing price of $55.34 and represents an 8.5% premium to TLLP's original proposal of 0.2846 announced on Dec. 2, 2014, and an 8.6% premium to the April 6 QEPM closing price of $15.74.

The transaction has been approved by the boards of directors at both companies, as well as by the Conflicts Committee of the board of directors of QEP Midstream Partners GP LLC (QEPM GP), the general partner of QEPM.

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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