AGREEMENT AND PLAN OF MERGER by and among WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC and NORTHERN TIER ENERGY GP LLC NORTHERN TIER ENERGY LP Dated as of December 21, 2015Merger Agreement • December 23rd, 2015 • Northern Tier Energy LP • Petroleum refining • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2015 (this “Agreement”), is entered into by and among Western Refining, Inc., a Delaware corporation (“WNR”), Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of WNR (“MergerCo” and, together with WNR, each a “Buyer Party” and collectively, the “Buyer Parties”), Northern Tier Energy LP, a Delaware limited partnership (“NTI”), and Northern Tier Energy GP LLC, a Delaware limited liability company and the general partner of NTI and wholly-owned subsidiary of WNR (“NTI GP”).
