Tidewater Midstream and Infrastructure (TWM) M&A announcement summary

Deal rationale and strategic fit

• Unites closely integrated midstream, conventional-fuels and renewable-fuels operations—including the Prince George Refinery and adjacent renewable diesel complex—under one governance structure and growth strategy.

• Combines gas processing, NGL and refining infrastructure with the low-carbon fuels platform and strategic midstream assets, broadening and diversifying the asset base.

• Aims to improve balance-sheet flexibility and funding capacity while positioning the combined platform to pursue regional and continental natural gas and NGL opportunities and benefit from supportive policy trends.

Financial terms and conditions

• All-share arrangement for Renewables shares not already owned; each share receives 0.88 common shares, implying $20.58 per share and ~$261 million total based on the October 30, 2026 closing price of $23.39.

• The 0.88 exchange ratio exceeds KPMG’s 0.62x–0.84x valuation range; KPMG considered the consideration fair from a financial point of view.

• Existing holders and former Renewables minority holders are expected to own 67%/33% on a basic basis and 69%/31% on a fully diluted basis; 11.1 million shares are expected to be issued.

• Fully underwritten secured credit facilities are committed, subject to closing, to refinance existing debt and fund general corporate purposes.

Synergies and expected cost savings

• Expected efficiencies include eliminating duplicate public-company costs, reducing administrative complexity and winding down the intercompany shared-services structure.

• Potential tax synergies and improved operating efficiencies are expected to create value; no savings amount was stated.