McGuireWoods advised Tesoro Logistics LP in completing its $2.5 billion
acquisition of QEP Resources Inc.’s natural gas pipeline and processing
business. The deal, which was announced in October, is the latest in a series of
major asset acquisitions McGuireWoods has negotiated for the Fortune 100 energy
Tesoro Logistics is an affiliate Tesoro Corp., which operates six petroleum
refineries in the western United States with a combined capacity of more than
850,000 barrels per day. Consistent with the terms of the transaction, the
partnership has acquired 2,000 miles of natural gas and crude oil gathering and
transmission pipelines within the Rocky Mountain Region and North Dakota.
McGuireWoods lawyers in the firm’s Houston and Chicago offices have
negotiated multiple asset acquisitions for San Antonio-based Tesoro Logistics
since its formation and initial public offering as a master limited partnership
(MLP) in 2011. Those acquisitions include two transactions that stemmed from
Tesoro Corp.’s $2.5 billion purchase of BP’s Carson refinery and logistics
assets in Southern California in 2013. McGuireWoods represented Tesoro Logistics
in the transfer of BP’s former pipeline and logistics assets from Tesoro Corp.
“Our multidisciplinary team is proud to have assisted Tesoro Logistics in
closing this significant deal,” said McGuireWoods Houston-based partner David
Ronn, who is co-head of the firm’s oil and gas industry team and led the firm’s
The McGuireWoods team also included Chicago-based mergers and acquisitions
partner Craig Culbertson, who leads McGuireWoods’ Tesoro team, and debt finance
partners Donald Ensing and Yuan-Ying Hsu who advised on financing matters.
Additionally, corporate partner Rachel Mantz, also based in Chicago, and Houston
associate Ryan Giggs worked closely with Ronn.
Master limited partnerships offer the liquidity of a publicly traded company,
but are exempt from corporate income taxes. They have enjoyed explosive growth
in the energy sector as a vehicle for accessing capital markets, but face
complex governance, securities, accounting and regulatory issues. McGuireWoods
has a cross-disciplinary team of corporate, energy and tax lawyers who provide
industry-leading advice to clients in all aspects of MLP transactions.