HOLLY ENERGY PARTNERS LP false 0001283140 0001283140 2023-10-19 2023-10-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 19, 2023

 

 

HOLLY ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32225   20-0833098
(State of Incorporation)  

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

2828 N. Harwood, Suite 1300, Dallas, Texas 75201

(Address of Principal Executive Offices)

(214) 871-3555

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Limited Partner Units   HEP   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 7.01.

Regulation FD Disclosure.

On October 19, 2023, Holly Energy Partners, L.P. (the “Partnership”) issued a press release announcing the declaration of its quarterly distribution of $0.35 per common unit for the third quarter of 2023. A copy of the Partnership’s press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.

The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press release of the Partnership issued October 19, 2023.*
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Furnished herewith.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

HOLLY ENERGY PARTNERS, L.P.
By:  

HEP LOGISTICS HOLDINGS, L.P.

its General Partner

By:  

HOLLY LOGISTIC SERVICES, L.L.C.

its General Partner

By:  

/s/ John Harrison

Name:   John Harrison
Title:   Senior Vice President, Chief Financial Officer and Treasurer

Date: October 19, 2023

Exhibit 99.1

October 19, 2023

Holly Energy Partners Announces Quarterly Distribution of $0.35 per LP unit

DALLAS—(BUSINESS WIRE) — The Board of Directors of Holly Energy Partners, L.P. (NYSE:HEP) has declared a cash distribution of $0.35 per common unit for the third quarter of 2023. The distribution will be paid on November 10, 2023 to unitholders of record on October 30, 2023.

HEP plans to announce results for its third quarter of 2023 on November 2, 2023 before the opening of trading on the NYSE and has scheduled a webcast conference on November 2, 2023 at 9:30 a.m. Eastern Time to discuss financial results.

The webcast may be accessed at:

https://events.q4inc.com/attendee/172908001

Qualified Tax Notice:

This press release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Please note that one hundred percent (100.0%) of HEP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, HEP’s distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate.

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.

Forward Looking Statements:

This press release contains various “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. When used in this press release, words such as “anticipate,” “project,” “expect,” “will,” “plan,” “goal,” “forecast,” “intend,” “strategy,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations are intended to identify forward-looking statements. These forward-looking statements are based on our beliefs and assumptions and those of our general partner 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 our filings with the Securities and Exchange Commission (the “SEC”). Although we and our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give assurance that our expectations will prove to be correct. All statements concerning our expectations for future results of operations are based on forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected


or expected. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:

 

   

the ability of HEP and HF Sinclair Corporation (“HF Sinclair”) to consummate the transactions contemplated by the Agreement and Plan of Merger, dated August 15, 2023 (the “Merger Agreement”), providing for the merger of HEP with and into a wholly-owned subsidiary of HF Sinclair, with HEP surviving as an indirect, wholly-owned subsidiary of HF Sinclair (such merger, together with the other transactions contemplated by the Merger Agreement, being referred to herein as the “HF Sinclair Transaction”);

 

   

the risk that the HF Sinclair Transaction does not occur;

 

   

negative effects from the pendency of the HF Sinclair Transaction;

 

   

failure to obtain the required approvals for the HF Sinclair Transaction, including the ability to obtain the requisite approvals from HEP unitholders or HF Sinclair stockholders;

 

   

the time required to consummate the HF Sinclair Transaction;

 

   

disruption from the HF Sinclair Transaction may make it more difficult to maintain relationships with customers, employees or suppliers;

 

   

the focus of management time and attention on the HF Sinclair Transaction and other disruptions arising from the HF Sinclair Transaction;

 

   

legal proceedings that may be instituted against HEP in connection with the HF Sinclair Transaction;

 

   

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 actual quantities of petroleum products and crude oil shipped on our pipelines and/or terminalled, stored or throughput in our terminals and refinery processing units;

 

   

the economic viability of HF Sinclair, our other customers and our joint ventures’ other customers, including any refusal or inability of our or our joint ventures’ customers or counterparties to perform their obligations under their contracts;

 

   

the demand for refined petroleum products in the markets we serve;

 

   

our ability to purchase operations and integrate the operations we have acquired or may acquire, including the acquired Sinclair Transportation Company LLC business;

 

   

our ability to complete previously announced or contemplated acquisitions;

 

   

the availability and cost of additional debt and equity financing;

 

   

the possibility of temporary or permanent reductions in production or shutdowns at refineries utilizing our pipelines, terminal facilities and refinery processing units, 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 our operations, terminal facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing of our suppliers, customers, or third-party providers or lower gross margins due to the economic impact of inflation and labor costs, 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 government regulations and policies, including increases in interest rates;

 

   

delay by government authorities in issuing permits necessary for our business or our capital projects;


   

our and our joint venture partners’ ability to complete and maintain operational efficiency in carrying out routine operations and capital construction projects;

 

   

the possibility of terrorist or cyberattacks and the consequences of any such attacks;

 

   

uncertainty regarding the effects and duration of global hostilities, including the Israel-Gaza conflict, the Russia-Ukraine war, and any associated military campaigns which may disrupt crude oil supplies and markets for refined products and create instability in the financial markets that could restrict our 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;

 

   

the impact of recent or proposed changes in the tax laws and regulations that affect master limited partnerships; and

 

   

other business, financial, operational and legal risks and uncertainties detailed from time to time in our SEC filings.

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.

Holly Energy Partners, L.P.

Craig Biery, 214-954-6511

Vice President, Investor Relations

or

Trey Schonter, 214-954-6511

Sr. Manager, Investor Relations

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Document and Entity Information
Oct. 19, 2023
Cover [Abstract]  
Entity Registrant Name HOLLY ENERGY PARTNERS LP
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Entity Central Index Key 0001283140
Document Type 8-K
Document Period End Date Oct. 19, 2023
Entity Incorporation State Country Code DE
Entity File Number 001-32225
Entity Tax Identification Number 20-0833098
Entity Address, Address Line One 2828 N. Harwood
Entity Address, Address Line Two Suite 1300
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75201
City Area Code (214)
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Pre Commencement Issuer Tender Offer false
Security 12b Title Common Limited Partner Units
Trading Symbol HEP
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Entity Emerging Growth Company false

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