(f) |
Each of the natural persons identified in this Item 2 is a United States citizen. |
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by adding the following:
The information provided in Item 4 below is incorporated by reference into this Item 3.
Item 4. Purpose of Transaction
Item 4 of the
Schedule 13D is hereby amended by adding the following paragraphs:
On August 15, 2023, the Issuer entered into an Agreement and Plan of Merger (the
Merger Agreement) with HF Sinclair, Navajo, Holly Apple Holdings LLC (the Merger Sub), HLS, and HEP GP, pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer surviving as an indirect,
wholly owned subsidiary of HF Sinclair (the Merger). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
Under the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), each outstanding Common Unit other than
Common Units owned by HF Sinclair and its subsidiaries (each, a Public Common Unit), will be converted into the right to receive (a) 0.3150 shares of common stock, par value $0.01 per share, of HF Sinclair (the HF
Sinclair Common Stock) and (b) $4.00 in cash per Common Unit, without interest (the Cash Consideration and, together with the shares of HF Sinclair Common Stock to be issued in the Merger, the Merger
Consideration).
In connection with the Merger, (i) HLSs non-economic general partner
interest in the Issuer, (ii) HLSs Special General Partner Interest in the Issuer and (iii) the Common Units owned by HF Sinclair and its subsidiaries, including Navajo, will not be cancelled, will not be converted into the Merger
Consideration and will remain outstanding following the Merger as a non-economic general partner interest in the Issuer, a Special General Partner Interest in the Issuer and as Common Units, respectively.
The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants, including, among
others, covenants relating to (i) the conduct of business during the interim period between the execution of the Merger Agreement and the Effective Time and (ii) the obligation to use reasonable best efforts to cause the Merger to be
consummated.
Completion of the Merger is subject to certain customary closing conditions, including, among others: (i) approval of the Merger
Agreement by holders of a majority of outstanding Common Units; (ii) approval of the issuance of shares of HF Sinclair Common Stock as part of the Merger Consideration by the HF Sinclair Stockholders; (iii) there being no law, injunction,
judgment or ruling prohibiting consummation of the transactions contemplated by the Merger Agreement or making the consummation of such transactions illegal; (iv) termination or expiration of any waiting period contemplated by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; (v) the effectiveness of a registration statement on Form S-4 relating to the shares of HF Sinclair Common Stock to be issued by HF Sinclair as part of the
Merger Consideration; (vi) approval for listing on the New York Stock Exchange (NYSE), subject to official notice of HF Sinclair Common Stock issuance, if required, of the shares of HF Sinclair Common Stock deliverable to the
holders of the Common Units as contemplated by the Merger Agreement, or compliance with any notice requirement for the use of treasury shares required in place of an approved NYSE listing application; (vii) subject to specified materiality
standards, the accuracy of certain representations and warranties of each party; and (viii) compliance by each party in all material respects with its covenants.
The Merger Agreement provides for certain termination rights for both HF Sinclair and the Issuer, including in the event that (i) the parties agree by
mutual written consent duly authorized by the board of directors of HF Sinclair and the conflicts committee of the board of directors of HLS, respectively, to terminate the Merger Agreement, (ii) the Merger is not consummated by
February 15, 2024, (iii) a law or injunction prohibiting the consummation of the transactions contemplated by the Merger Agreement is in effect and has become final and non-appealable, (iv) the
Partnership Unitholder Approval is not obtained at the special meeting of the limited partners of the Issuer, (v) the HF
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