Western Refining Logistics Acquires TexNew Mex Pipeline and 80K-Barrel Crude Oil Storage Tank From Sponsor Western Refining

In a joint statementtoday, Western Refining, Inc. (NYSE: WNR) and Western Refining Logistics, LP(NYSE: WNRL) announced that WNRL has acquired WNR's 375-mile segment of theTexNew Mex pipeline that extends from WNRL's crude oil station in Star Lake,New Mexico in the Four Corners region to WNRL's T Station in Eddy County,New Mexico. WNRL also acquired an 80,000 barrel crude oil storage tanklocated at its crude oil pumping station in Star Lake, New Mexico. The primary consideration for the assets consisted of $180 million comprisedof $25 million in cash, $145 million in revolver borrowings and $10 millionin WNRL common units issued to WNR. In connection with the closing, WNR andWNRL amended certain commercial agreements. As part of these amendments,WNR will provide minimum volume commitments for ten years of 13,000 barrelsper day (bpd) on the TexNew Mex pipeline and approximately 80,000 barrels ofcrude oil storage. WNRL also issued to WNR a new class of WNRL partnershipinterests in connection with the acquisition that entitle WNR to 80% of theeconomics resulting from crude oil throughput on the TexNew Mex pipelineabove 13,000 bpd. WNRL will be entitled to 20% of the economics resultingfrom crude oil throughput above this minimum volume commitment. "The purchase of the TexNew Mex pipeline by WNRL is the next step of ourstrategy to grow the asset base and distributions of WNRL," said JeffStevens, President and CEO of both WNR and WNRL. Stevens added, "Today, thispipeline supplies WNR's El Paso refinery with cost-advantaged crude oil, andas crude oil production grows in the Four Corners, this pipeline will alsoprovide a potential outlet for crude oil shipments to Midland and the USGulf Coast." The TexNew Mex pipeline and crude oil storage tank are expected to generate2016 EBITDA in a range of $18.5 to $19.0 million. Stevens continued, "WNR's long-term strategy is to continue to developnewly-constructed logistics assets in the Delaware and San Juan basins,which will enhance the crude oil advantage of our refineries and, as WNRsells these assets to WNRL, provide continued cash distribution growth anddiversification for WNRL." The terms of the transaction were approved by WNR's Board of Directors andthe Conflict Committee of the Board of Directors of the general partner ofWNRL which is composed of independent directors. Non-GAAP Financial Measures This press release includes the non-GAAP measure earnings before interest,taxes, depreciation and amortization (EBITDA). We believe certain investorsand financial analysts use EBITDA to evaluate WNRL's financial performanceand compare WNRL's performance to certain competitors. EBITDA is alsoincluded to help facilitate comparisons of the forecasted operatingperformance of the acquired assets with other companies in our industry. TheGAAP measure most directly comparable to EBITDA is net income. This non-GAAPmeasure should not be considered as an alternative to net income or anyother measure of financial performance presented in accordance with GAAP.EBITDA excludes some, but not all, items that affect net income.Additionally, because EBITDA may be defined differently by other companiesin our industry, our definition of EBITDA may not be comparable to similarlytitled measures of other companies, thereby diminishing its utility. The following table reconciles forecasted net income to forecasted EBITDAfor the acquired assets for the year ending December 31, 2016 (in millions): For the year ending December 31, 2016 Net Income $11.3 to $11.8 Add back: Depreciation and Amortization $ 7.2 ----- -------------- EBITDA $18.5 to $19.0 About Western Refining Logistics, LP Western Refining Logistics, LP is principally a fee-based, growth-orientedmaster limited partnership formed by Western Refining, Inc. (NYSE: WNR) toown, operate, develop, and acquire terminals, storage tanks, pipelines andother related businesses. Headquartered in El Paso, Texas, WNRL's assetsafter giving effect to this transaction include approximately 675 miles ofpipelines, approximately 8.2 million barrels of active storage capacity,distribution of wholesale petroleum products, and crude oil trucking. More information about Western Refining Logistics is available atwww.wnrl.com.