supplemented or otherwise modified from time to time, the HEP Credit Agreement), to obtain an amendment to the HEP Credit Agreement to, among other things, (a) provide a guaranty
from the Company and terminate all guaranties of subsidiaries of HEP, (b) amend the definition of Investment Grade Rating in the HEP Credit Agreement to reference the credit rating of the Companys senior unsecured
indebtedness, (c) eliminate the requirement to deliver separate audited and unaudited financial statements for HEP and its subsidiaries and only provide certain segment-level reporting for HEP with any compliance certificate delivered in
accordance with the HEP Credit Agreement and (d) amend certain covenants to eliminate certain restrictions on (i) amendments to intercompany contracts, (ii) transactions with the Company and its subsidiaries and (iii) investments
in and contributions, dividends, transfers and distributions to the Company and its subsidiaries. There can be no assurance that the administrative agents and lenders party thereto will agree to amend the HEP Credit Agreement in a timely manner, or
on acceptable terms, if at all.
Please carefully review the attached press release for further details regarding the Exchange Offers and
Consent Solicitations. A copy of the Companys and HEPs joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
This announcement does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of
tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
Supplement to the Joint Proxy Statement/Prospectus
As previously announced, on August 15, 2023, the Company entered into an Agreement and Plan of Merger with HEP, Navajo Pipeline Co., L.P.,
a Delaware limited partnership and an indirect wholly-owned subsidiary of the Company (HoldCo), Holly Apple Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of HoldCo (Merger Sub), HEP
Logistics Holdings, L.P., a Delaware limited partnership and the general partner of HEP (HLH), and Holly Logistic Services, L.L.C., a Delaware limited liability company and the general partner of HLH (the General Partner),
pursuant to which Merger Sub will merge with and into HEP, with HEP surviving as an indirect, wholly-owned subsidiary of the Company.
This Current Report on Form 8-K (this Form
8-K) is being filed, in part, to update and supplement the joint proxy statement/prospectus (the joint proxy statement/prospectus) (i) included in Amendment
No. 1 to the Registration Statement on Form S-4, File No. 333-274655 (the Registration Statement), filed by the Company with the SEC on
October 16, 2023 and declared effective by the SEC on October 24, 2023, (ii) filed by the Company with the SEC as a prospectus on October 26, 2023, (iii) filed by HEP with the SEC as a definitive proxy statement on Schedule DEFM14A on
October 26, 2023, and (iv) first mailed to the Companys stockholders and HEPs unitholders on or about October 26, 2023. The information contained in this Form 8-K is incorporated by
reference into the joint proxy statement/prospectus.
If you have not already submitted a proxy for use at the virtual special meetings of
the Company and HEP, you are urged to do so promptly. This Form 8-K does not affect the validity of any proxy card or voting instructions that Company stockholders or HEP unitholders may have previously
received or delivered. No action is required by any Company stockholder or HEP unitholder who has previously delivered a proxy or voting instructions and who does not wish to revoke or change that proxy or voting instructions.
All page references are to pages in the joint proxy statement/prospectus, and terms used below, unless otherwise defined, have the meanings
set forth in the joint proxy statement/prospectus. The directors and executive officers of the General Partner hold the following HEP awards as of October 26, 2023:
The disclosure in the first paragraph and table of page 92 within the HEP Awards Held by Directors and Executive Officers section of the joint
proxy statement/prospectus is hereby amended and restated as follows:
HEP Awards Held by Directors and Executive Officers
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