Frontier Oil Announces Consent Solicitation
13 Mai 2011 - 9:12PM
Business Wire
Frontier Oil Corporation (NYSE: FTO) announced today that it has
commenced a solicitation of consents from holders of its 8.5%
Senior Notes due 2016 in aggregate principal amount outstanding of
$200 million and from its 6.875% Senior Notes due 2018 in aggregate
principal amount outstanding of $150 million to effect proposed
amendments to the indentures governing the notes.
Frontier previously entered into an Agreement and Plan of
Merger, dated as of February 21, 2011 (the “Merger Agreement”), by
and among Frontier, North Acquisition, Inc. and Holly Corporation
(“Holly”), pursuant to which Frontier would become a wholly owned
subsidiary of Holly (the “Merger”). No consent of any holder of any
notes is required to consummate the Merger.
The management teams of Frontier and Holly have been evaluating
and expect to continue evaluating an internal restructuring of
certain Holly and Frontier legal entities after completing the
Merger, which may include an internal merger of Frontier into
Holly. If this internal merger is consummated, Holly would assume
the obligations under Frontier’s notes and indentures, and certain
of Holly’s subsidiaries would provide guarantees of the notes as
required under the Frontier indentures.
Holly Energy Partners, L.P., a publicly traded limited
partnership in which Holly has a 34% ownership interest and
indirectly owns the general partner (“HEP”), is currently an
unrestricted subsidiary under an indenture governing the
outstanding senior notes of Holly. The proposed amendments to the
Frontier indentures would designate HEP and its subsidiaries as
“unrestricted subsidiaries” under the indentures and would except
those entities and certain affiliates from certain covenant
restrictions contained in the indentures so as to better facilitate
a successful integration of Holly and Frontier, as well as make
certain other amendments with respect to the transactions with
affiliates and additional guarantor covenants. The proposed
amendments, if they become operative, would substantially conform
the treatment of HEP and its subsidiaries under Frontier’s
indentures to the treatment of such entities under the indenture
governing the outstanding senior notes of Holly.
The terms and conditions of the consent solicitations are
described in a Consent Solicitation Statement dated May 13,
2011 and a related Consent Form. Frontier will pay a consent fee in
the amount of $1.25 per $1,000 principal amount of the notes for
valid consents received from holders of record of notes as of 5:00
p.m., New York City time, on May 12, 2011, with such consent fee
being paid promptly after the effectiveness of the Merger. If the
proposed amendments are approved and supplemental indentures
entered into by Frontier, the supplemental indentures would bind
all holders of the respective notes, including those that did not
give their consent, but non-consenting holders would not receive
the consent fee.
The consent solicitation is scheduled to expire at 5:00 p.m.,
New York City time, on May 26, 2011, unless extended or earlier
terminated. The consent solicitation is subject to the satisfaction
of certain conditions, including Frontier’s receipt of consents
representing a majority of the holders of each series of notes from
whom consent is sought, as well as other customary conditions.
Frontier has engaged UBS Investment Bank to act as the
solicitation agent in connection with the consent solicitation.
Questions regarding the consent solicitation or requests for
documentation may be directed to UBS Investment Bank at (888)
719-4210.
This announcement is not a solicitation of consent with respect
to any notes. The consent solicitation is being made solely by the
Consent Solicitation Statement dated May 13, 2011 and the related
Consent Form.
About Frontier
Frontier operates a 135,000 bpd refinery located in El Dorado,
Kansas, and a 52,000 bpd refinery located in Cheyenne, Wyoming, and
markets its refined products principally along the eastern slope of
the Rocky Mountains and in other neighboring plains states.
Information about the Company may be found on its website at
www.frontieroil.com.
Important Information for Investors and Shareholders
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The issuance of Holly common stock in
connection with the proposed Merger will be submitted to Holly’s
stockholders for their consideration, and the proposed Merger will
be submitted to shareholders of Frontier for their consideration.
Holly has filed with the Securities and Exchange Commission (“SEC”)
a registration statement on Form S-4 that includes a joint proxy
statement to be used by Holly and Frontier to solicit the required
approval of their shareholders in connection with the proposed
Merger and constituted a prospectus of Holly. Holly and Frontier
may also file other documents with the SEC concerning the proposed
Merger. INVESTORS AND SECURITY HOLDERS OF HOLLY AND FRONTIER ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and security holders may obtain a free copy
of the joint proxy statement/prospectus and other documents
containing important information about Holly and Frontier through
the website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by Holly will be available free of
charge on Holly’s website at www.hollycorp.com under the tab
“Investors” or by contacting Holly’s Investor Relations Department
at (214) 871-3555. Copies of documents filed with the SEC by
Frontier will be available free of charge on Frontier’s website at
www.frontieroil.com under the tab “Investor Relations” and then
under the tab “SEC Filings” or by contacting Frontier’s Investor
Relations Department at (713) 688-9600.
Holly, Frontier and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Holly and
shareholders of Frontier in connection with the proposed Merger.
Information about the directors and executive officers of Holly is
set forth in its proxy statement for its 2011 annual meeting of
stockholders, which was filed with the SEC on March 31, 2011.
Information about the directors and executive officers of Frontier
is set forth in its proxy statement for its 2011 annual meeting of
shareholders, which was filed with the SEC on March 21, 2011.
These documents can be obtained free of charge from the sources
indicated above. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, are
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
include statements regarding the effects of the proposed Merger and
statements preceded by, followed by or that otherwise include the
words “believes,” “expects,” “anticipates,” “intends,” “estimates,”
or similar expressions. Forward looking statements relating to
expectations about future results or events are based upon
information available to Frontier as of today’s date, and are not
guarantees of the future performance of Holly, Frontier or the
combined company, and actual results may vary materially from the
results and expectations discussed. For instance, there is no
assurance that the proposed Merger or any internal restructuring
will be consummated by a specified date or at all. The Merger
Agreement will terminate if the companies do not receive the
necessary approval of Holly’s stockholders or Frontier’s
shareholders or government approvals or if either Holly or Frontier
fails to satisfy conditions to closing. Additional risks and
uncertainties related to the proposed Merger include, but are not
limited to, the successful integration of Holly’s and Frontier’s
businesses and the combined company’s ability to compete in the
highly competitive refining and marketing industry. The revenues,
earnings and business prospects of Holly, Frontier and the combined
company and their ability to achieve planned business objectives
will be subject to a number of risks and uncertainties. These risks
and uncertainties include, among other things, risks and
uncertainties with respect to the actions of actual or potential
competitive suppliers of refined petroleum products in Holly’s,
Frontier’s and the combined company’s markets; the demand for and
supply of crude oil and refined products; the spread between market
prices for refined products and market prices for crude oil; the
possibility of constraints on the transportation of refined
products; the possibility of inefficiencies, curtailments or
shutdowns in refinery operations or pipelines; effects of
governmental and environmental regulations and policies; the
availability and cost of financing; the effectiveness of capital
investments and marketing strategies; efficiency in carrying out
construction projects; the ability to acquire refined product
operations or pipeline and terminal operations on acceptable terms
and to integrate any existing or future acquired operations; the
possibility of terrorist attacks and the consequences of any such
attacks; and general economic conditions.
Frontier cautions that the foregoing list of risks and
uncertainties is not exclusive. Additional information concerning
these and other risks is contained in Holly’s and Frontier’s most
recently filed Annual Report on Form 10-K, subsequent Quarterly
Report on Form 10-Q, recent Current Reports on Form 8-K and other
SEC filings. All subsequent written and oral forward-looking
statements concerning Holly, Frontier, the proposed Merger or other
matters and attributable to Holly or Frontier or any person acting
on their behalf are expressly qualified in their entirety by the
cautionary statements above. Frontier undertakes no obligation to
publicly update any of these forward-looking statements to reflect
events or circumstances that may arise after the date hereof.
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