Shearman & Sterling represented Merrill Lynch & Co and Goldman, Sachs & Co., as representatives of the several underwriters, in connection with Western Refining, Inc.’s registered public offering of 20,000,000 shares of Western Refining’s common stock at a price to the public of $9.00 per share, as well as Western Refining’s concurrent registered public offering of $215,450,000 principal amount of 5.75% convertible senior notes due 2014, which includes the partial exercise of the underwriters’ option to purchase additional notes.

Shearman & Sterling also represented Banc of America Securities LLC and Goldman, Sachs & Co. as representatives of the several initial purchasers in connection with Western Refining’s private offering of $325 million principal amount of 11.250% senior secured notes due 2017 and $275 million principal amount of senior secured floating rate notes due 2014.

The company intends to use net proceeds from the common stock, convertible notes and secured notes offerings to repay indebtedness under its term loan credit agreement.

Western Refining, Inc. is an independent crude oil refiner and marketer of refined products and also an operator of service stations and convenience stores.

The Shearman & Sterling team advising the underwriters and initial purchasers included: partners Dave Beveridge (New York-Capital Markets), Andrew Schleider (New York-Capital Markets), Rob Evans III (New York-Capital Markets), Bernie Pistillo (New York-Tax), Maura O’Sullivan (New York-Finance) and Lisa Brill (New York-Property); counsel Jeffrey L. Salinger (New York–Property/Environmental); and associates Hae Ran Song (New York-Capital Markets), Ilir Mujalovic (New York-Capital Markets), Irene Shih (New York-Capital Markets), Joe Sasanuma (New York-Capital Markets), Peter Saad (New York-Capital Markets), Doug Jones (New York-Tax), Shiu-Kay Hung (New York-Tax), Devin Lei (New York-Finance), Erin O’Callaghan (New York-Property) and Seth Kerschner (New York-Property/Environmental).