- Consideration consists of HF Sinclair common stock at a fixed
exchange ratio of 0.315, plus $4.00 in cash per each publicly held
HEP common unit
- Will simplify corporate structure, reduce costs, and further
support the integration and optimization of the HF Sinclair
portfolio
- Transaction expected to close in the fourth quarter of
2023
HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly
Energy Partners, L.P. (“HEP” or the “Partnership”) (NYSE: HEP)
announced today that they have entered into a definitive merger
agreement for HF Sinclair to acquire all of the outstanding common
units (“Common Units”) of HEP not owned by HF Sinclair or its
affiliates in exchange for a combination of common stock, par value
$0.01 per share, of HF Sinclair (“Common Stock”) and cash.
The agreement provides for consideration of both stock and cash
in which each holder of Common Units would receive a combination of
0.315 shares of Common Stock and $4.00 in cash, without interest,
for each publicly held Common Unit (the “Proposed Transaction”).
The Proposed Transaction consideration represents an approximate 2%
premium to the closing price of HEP’s Common Units as of August 15,
2023.
HF Sinclair’s Chief Executive Officer and President, Tim Go,
commented, “We are pleased to announce this strategic transaction
which we believe simplifies our corporate structure, reduces costs
and further supports the integration and optimization of our
portfolio. We expect the transaction to be accretive to earnings
per share and available free cash flow within the first twelve
months, further supporting our capital allocation strategy of
returning excess cash to shareholders.”
Upon closing of the Proposed Transaction, the Partnership will
be a wholly owned subsidiary of HF Sinclair and will no longer be a
publicly traded partnership.
The Proposed Transaction is expected to close in the fourth
quarter of 2023, subject to the approval of HF Sinclair
stockholders and HEP unitholders and the satisfaction of certain
customary closing conditions.
Barclays is acting as financial advisor to HF Sinclair, and
Vinson & Elkins L.L.P. and Richards, Layton & Finger, P.A.
are acting as HF Sinclair’s legal advisors. Intrepid Partners, LLC
is acting as financial advisor to the conflicts committee of the
board of the ultimate general partner of the Partnership (the
“Conflicts Committee”), and Gibson, Dunn & Crutcher LLP and
Morris, Nichols, Arsht & Tunnell LLP are acting as the
Conflicts Committee’s legal advisors.
Cautionary Statement Regarding Forward-Looking
Statements:
The statements in this press release relating to matters that
are not historical facts are “forward-looking statements” based on
management’s beliefs and assumptions using currently available
information and expectations as of the date hereof, are not
guarantees of future performance and involve certain risks and
uncertainties, including those contained in HF Sinclair’s and HEP’s
filings with the Securities and Exchange Commission (the “SEC”).
Forward-looking statements use words such as “anticipate,”
“project,” “will,” “expect,” “plan,” “goal,” “forecast,”
“strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,”
and similar expressions and statements regarding HF Sinclair’s and
HEP’s plans and objectives for future operations or the Proposed
Transaction. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, we cannot assure
you that HF Sinclair’s and HEP’s expectations will prove correct.
Therefore, actual outcomes and results could materially differ from
what is expressed, implied or forecast in such statements. Any
differences could be caused by a number of factors, including, but
not limited to, the ability of HF Sinclair or HEP to consummate the
Proposed Transaction; the risk that the Proposed Transaction does
not occur; negative effects from the pendency of the Proposed
Transaction; failure to obtain the required approvals for the
Proposed Transaction; the time required to consummate the Proposed
Transaction; the focus of management time and attention on the
Proposed Transaction and other disruptions arising from the
Proposed Transaction; the ability of HF Sinclair to achieve the
expected earnings per share and cash flow accretion and other
expected benefits from the Proposed Transaction; legal proceedings
that may be instituted against HF Sinclair or HEP following the
announcement of the Proposed Transaction; limitations on HF
Sinclair’s ability to effectuate share repurchases due to market
conditions and corporate, tax, regulatory and other considerations;
HF Sinclair’s and HEP’s ability to successfully integrate the
Sinclair Oil Corporation (now known as Sinclair Oil LLC) and
Sinclair Transportation Company LLC businesses acquired from The
Sinclair Companies (now known as REH Company) (collectively, the
“Sinclair Transactions”) with their existing operations and fully
realize the expected synergies of the Sinclair Transactions or on
the expected timeline; HF Sinclair’s ability to successfully
integrate the operation of the Puget Sound refinery with its
existing operations; the demand for and supply of crude oil and
refined products, including uncertainty regarding the increasing
societal expectations that companies address climate change; risks
and uncertainties with respect to the actions of actual or
potential competitive suppliers and transporters of refined
petroleum products or lubricant and specialty products in HF
Sinclair’s markets; the spread between market prices for refined
products and market prices for crude oil; the possibility of
constraints on the transportation of refined products or lubricant
and specialty products; the possibility of inefficiencies,
curtailments or shutdowns in refinery operations or pipelines,
whether due to reductions in demand, accidents, unexpected leaks or
spills, unscheduled shutdowns, infection in the workforce, weather
events, global health events, civil unrest, expropriation of
assets, and other economic, diplomatic, legislative, or political
events or developments, terrorism, cyberattacks, or other
catastrophes or disruptions affecting HF Sinclair’s and/or HEP’s
operations, production facilities, machinery, pipelines and other
logistics assets, equipment, or information systems, or any of the
foregoing of HF Sinclair’s and/or HEP’s suppliers, customers, or
third-party providers, and any potential asset impairments
resulting from, or the failure to have adequate insurance coverage
for or receive insurance recoveries from, such actions; the effects
of current and/or future governmental and environmental regulations
and policies, including increases in interest rates; the
availability and cost of financing to HF Sinclair; the
effectiveness of HF Sinclair’s capital investments and marketing
strategies; HF Sinclair’s and HEP’s efficiency in carrying out and
consummating construction projects, including HF Sinclair’s ability
to complete announced capital projects on time and within capital
guidance; HF Sinclair’s and HEP’s ability to timely obtain or
maintain permits, including those necessary for operations or
capital projects; the ability of HF Sinclair to acquire refined or
lubricant product operations or pipeline and terminal operations on
acceptable terms and to integrate any existing or future acquired
operations; the possibility of terrorist or cyberattacks and the
consequences of any such attacks; uncertainty regarding the effects
and duration of global hostilities, including the Russia-Ukraine
war, and any associated military campaigns which may disrupt crude
oil supplies and markets for HF Sinclair’s refined products and
create instability in the financial markets that could restrict HF
Sinclair’s ability to raise capital; general economic conditions,
including economic slowdowns caused by a local or national
recession or other adverse economic condition, such as periods of
increased or prolonged inflation; and other financial, operational
and legal risks and uncertainties detailed from time to time in HF
Sinclair’s and HEP’s SEC filings, and those risks that will be
described in the registration statement on Form S-4 and
accompanying prospectus available from the sources indicated below,
whether or not related to the Proposed Transaction. These risks, as
well as other risks associated with the Proposed Transaction, will
be more fully discussed in the proxy statement/prospectus that will
be included in the registration statement on Form S-4 that will be
filed with the SEC in connection with the Proposed Transaction. The
forward-looking statements speak only as of the date made and,
other than as required by law, we undertake no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
About HF Sinclair Corporation:
HF Sinclair Corporation, headquartered in Dallas, Texas, is an
independent energy company that produces and markets high-value
light products such as gasoline, diesel fuel, jet fuel, renewable
diesel and other specialty products. HF Sinclair owns and operates
refineries located in Kansas, Oklahoma, New Mexico, Wyoming,
Washington and Utah and markets its refined products principally in
the Southwest U.S., the Rocky Mountains extending into the Pacific
Northwest and in other neighboring Plains states. HF Sinclair
supplies high-quality fuels to more than 1,500 branded stations and
licenses the use of the Sinclair brand at more than 300 additional
locations throughout the country. In addition, subsidiaries of HF
Sinclair produce and market base oils and other specialized
lubricants in the U.S., Canada and the Netherlands, and export
products to more than 80 countries. Through its subsidiaries, HF
Sinclair produces renewable diesel at two of its facilities in
Wyoming and also at its facility in Artesia, New Mexico. HF
Sinclair also owns a 47% limited partner interest and a
non-economic general partner interest in Holly Energy Partners,
L.P., a master limited partnership that provides petroleum product
and crude oil transportation, terminalling, storage and throughput
services to the petroleum industry, including HF Sinclair
subsidiaries.
About Holly Energy Partners, L.P.:
Holly Energy Partners, L.P., headquartered in Dallas, Texas,
provides petroleum product and crude oil transportation,
terminalling, storage and throughput services to the petroleum
industry, including subsidiaries of HF Sinclair Corporation. HEP,
through its subsidiaries and joint ventures, owns and/or operates
petroleum product and crude pipelines, tankage and terminals in
Colorado, Idaho, Iowa, Kansas, Missouri, Nevada, New Mexico,
Oklahoma, Texas, Utah, Washington and Wyoming, as well as refinery
processing units in Kansas and Utah.
Additional Information and Where You Can Find It
This release does not constitute a solicitation of any vote or
approval with respect to the Proposed Transaction. In connection
with the Proposed Transaction, HF Sinclair and HEP expect to file
relevant materials with the SEC, including a registration statement
on Form S-4 filed by HF Sinclair that will include a joint proxy
statement of HF Sinclair and HEP that also constitutes a prospectus
of HF Sinclair. INVESTORS AND SECURITYHOLDERS OF HF SINCLAIR AND
HEP ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE
JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER DOCUMENTS THAT HAVE
BEEN FILED OR MAY BE FILED WITH THE SEC (INCLUDING ALL AMENDMENTS
AND SUPPLEMENTS THERETO) IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND THE RISKS
ASSOCIATED WITH THE PROPOSED TRANSACTION. The registration
statement and joint proxy statement/prospectus, when available,
will be sent to securityholders of HF Sinclair and HEP relating to
the Proposed Transaction. Investors and securityholders may obtain
a free copy of such documents and other relevant documents (if and
when available) filed by HF Sinclair or HEP with the SEC from the
SEC’s website at www.sec.gov. Securityholders and other interested
parties will also be able to obtain, without charge, a copy of such
documents and other relevant documents (if and when available) from
HF Sinclair’s website at www.hfsinclair.com under the Investor
Relations page or from HEP’s website at www.hollyenergy.com on the
Investors page.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation
HF Sinclair, HEP and their respective directors, executive
officers and certain other members of management may be deemed to
be participants in the solicitation of proxies in respect of the
Proposed Transaction. Information about these persons is set forth
in HF Sinclair’s proxy statement relating to its 2023 Annual
Meeting of Stockholders, which was filed with the SEC on April 6,
2023; HF Sinclair’s Annual Report on Form 10-K for the year ended
December 31, 2022, which was filed with the SEC on February 28,
2023; HEP’s Annual Report on Form 10-K for the year ended December
31, 2022, which was filed with the SEC on February 28, 2023, and
subsequent statements of changes in beneficial ownership on file
with the SEC. Securityholders and investors may obtain additional
information regarding the interests of such persons, which may be
different than those of the respective companies’ securityholders
generally, by reading the registration statement and proxy
statement/prospectus and other relevant documents regarding the
Proposed Transaction (if and when available), which will be filed
with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230816618593/en/
HF Sinclair Corporation Holly Energy Partners,
L.P. Craig Biery, 214-954-6510 Vice President, Investor
Relations or Trey Schonter, 214-954-6510 Manager, Investor
Relations
HF Sinclair (NYSE:DINO)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
HF Sinclair (NYSE:DINO)
Historical Stock Chart
Von Mai 2023 bis Mai 2024