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): November 10, 2023
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-41325 | 87-2092143 | ||
(State or Other Jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2828 N. Harwood, Suite 1300 Dallas, TX |
75201 | |
(Address of Principal Executive Office) | (Zip Code) |
(214) 871-3555
Registrant’s Telephone Number, including Area Code
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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 Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
Common Stock, par value $0.01 | DINO | 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 1.01 | Entry into a Material Definitive Agreement. |
On November 10, 2023, Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), and Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with HEP, the “HEP Issuers”), entered into (i) a Second Supplemental Indenture (the “2027 Notes Second Supplemental Indenture”) among the HEP Issuers, as issuers, the other subsidiary guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to that certain Indenture, dated as of April 8, 2022, among the HEP Issuers, as issuers, the Guarantors and the Trustee, as trustee (as supplemented by the First Supplemental Indenture, dated May 22, 2022, the “Existing 2027 Notes Indenture” and, as further supplemented by the 2027 Notes Second Supplemental Indenture, the “2027 Notes Indenture”), relating to the HEP Issuers’ 6.375% Senior Notes due 2027 (the “2027 Notes”) and (ii) a Third Supplemental Indenture (the “2028 Notes Third Supplemental Indenture”) among the HEP Issuers, as issuers, the Guarantors and the Trustee, as trustee, to that certain Indenture, dated as of February 4, 2020, among the HEP Issuers, as issuers, the Guarantors and the Trustee (as successor to U.S. Bank, National Association), as trustee (as supplemented by the First Supplemental Indenture, dated March 14, 2022 and as further supplemented by the Second Supplemental Indenture, dated May 22, 2022, the “Existing 2028 Notes Indenture” and, as further supplemented by the 2028 Notes Third Supplemental Indenture, the “2028 Notes Indenture” and, together with the 2027 Notes Indenture, the “HEP Indentures”), relating to the HEP Issuers’ 5.000% Senior Notes due 2028 (the “2028 Notes” and, together with the 2027 Notes, the “HEP Notes”).
Each of the 2027 Notes Second Supplemental Indenture and the 2028 Notes Third Supplemental Indenture was entered into to effectuate the amendments (the “Proposed Amendments”) to the Existing 2027 Notes Indenture and the Existing 2028 Notes Indenture, respectively, for which consents were solicited in the previously announced private exchange offers (the “Exchange Offers”) and consent solicitations (the “Consent Solicitations”) by HF Sinclair Corporation, a Delaware corporation (“HF Sinclair” or the “Company”), with respect to the HEP Notes. As of 11:00 a.m., New York City time, on November 10, 2023, HF Sinclair, on behalf of the HEP Issuers, had received valid consents from at least a majority of the outstanding aggregate principal amount of each series of the HEP Notes, which amounts were sufficient to constitute the requisite consents to approve the Proposed Amendments. Following execution of the 2027 Notes Second Supplemental Indenture and the 2028 Notes Third Supplemental Indenture, the consents received were not able to be revoked.
Each of the 2027 Notes Second Supplemental Indenture and the 2028 Notes Third Supplemental Indenture amends the 2027 Notes Indenture and the 2028 Notes Indenture, respectively, to, among other things, eliminate from each HEP Indenture, as it relates to each series of HEP Notes (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default”, (iii) the U.S. Securities and Exchange Commission (the “SEC”) reporting covenant and (iv) the requirement of HEP to offer to purchase the HEP Notes upon a change of control. Each of the 2027 Notes Second Supplemental Indenture and the 2028 Notes Third Supplemental Indenture was effective upon execution but will only become operative upon the settlement date of the applicable Exchange Offer, which is expected to be on or about the third business day following expiration of the Exchange Offers (the “Settlement Date”), such expiration date being 5:00 p.m., New York City time, on November 29, 2023, unless extended or earlier terminated (such date and time, as they may be extended or terminated, the “Expiration Date”). The Settlement Date is expected to be on or about December 4, 2023, unless HF Sinclair extends the Expiration Date or terminates the Exchange Offers.
The foregoing descriptions of the 2027 Notes Second Supplemental Indenture and the 2028 Notes Third Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the 2027 Notes Second Supplemental Indenture and 2028 Notes Third Supplemental Indenture, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
The Exchange Offers and Consent Solicitations are being made solely pursuant to the terms and subject to the conditions set forth in the confidential exchange offer memorandum and consent solicitation statement, dated as of October 30, 2023 (the “Exchange Offer Memorandum”), in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the “Securities Act”), and are subject to certain conditions set forth in the Exchange Offer Memorandum, although the Company may generally waive any such conditions at any time. Notwithstanding the foregoing, the Company may not waive or modify the condition that the merger of a wholly-owned subsidiary of the Company with and into HEP, with HEP surviving as an indirect, wholly-owned subsidiary of the Company (the “Proposed Merger”) shall have been consummated.
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Item 8.01 | Other Events. |
On November 13, 2023, the Company announced that as of 5:00 p.m., New York City time, on November 13, 2023 (the “Early Participation Date”), (i) $394,226,000 in aggregate principal amount of the 2027 Notes, representing approximately 98.56% of the total outstanding principal amount of the 2027 Notes, and (ii) $486,003,000 in aggregate principal amount of the 2028 Notes, representing approximately 97.20% of the total outstanding principal amount of the 2028 Notes, have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly withdrawn) in connection with its previously announced private Exchange Offers and related Consent Solicitations with respect to the HEP Notes.
As of 11:00 a.m., New York City time, on November 10, 2023, the Company, on behalf of the HEP Issuers, had received the requisite consents from the Eligible Holders (as defined in the attached press release) of each series of HEP Notes to amend the indentures governing the HEP Notes. The 2027 Notes Second Supplemental Indenture and the 2028 Notes Third Supplemental Indenture implementing the Proposed Amendments were effective upon execution but will only become operative upon the Settlement Date of the applicable Exchange Offer. Eligible Holders may no longer withdraw tendered HEP Notes or revoke consents, except where required by applicable law. The Exchange Offers and Consent Solicitations will expire on the Expiration Date. Eligible Holders who tender their HEP Notes prior to the Expiration Date will be eligible for the consideration described in this Current Report on Form 8-K and the attached press release.
The Company has also announced that the previous deadline for holders to tender their HEP Notes and be eligible to receive $1,000 principal amount of such series of new notes to be issued by the Company (the “New Notes”), which includes an early participation premium, payable in principal amount of New Notes, of $50, plus a payment of $1.00 in cash has been extended to the Expiration Date (as defined herein). As a result, the consideration to be paid for HEP Notes validly tendered (i) at or prior to the Early Participation Date and (ii) following the Early Participation Date, but at or prior to the Expiration Date, will be the same.
The Exchange Offers and Consent Solicitations are being made solely pursuant to the terms and subject to the conditions set forth in the Exchange Offer Memorandum, in a private offering exempt from, or not subject to, registration under the Securities Act and are subject to certain conditions set forth in the Exchange Offer Memorandum, although the Company may generally waive any such conditions at any time. Notwithstanding the foregoing, the Company may not waive or modify the condition that the Proposed Merger shall have been consummated.
Please carefully review the attached press release for further details regarding the Exchange Offers and Consent Solicitations. A copy of the Company’s and HEP’s 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.
Additional Information and Where You Can Find It
This report does not constitute a solicitation of any vote or approval with respect to the Proposed Merger. In connection with the Proposed Merger, the Company has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of the Company and HEP and also constitutes a prospectus of the Company (the “Registration Statement”), which was declared effective on October 24, 2023. The Company and HEP may also file other materials with the SEC regarding the Proposed Merger. Mailing of the definitive joint proxy statement/prospectus to the securityholders of the Company and HEP commenced on October 26, 2023. INVESTORS AND SECURITYHOLDERS OF THE COMPANY AND HEP ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
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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 MERGER, THE PARTIES TO THE PROPOSED MERGER AND THE RISKS ASSOCIATED WITH THE PROPOSED MERGER. Investors and securityholders may obtain a free copy of such documents and other relevant documents (if and when available) filed by the Company 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 the Company’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.
Participants in the Solicitation of Proxies
The Company, 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 Merger. Information about these persons is set forth in the Registration Statement, including the joint proxy statement/prospectus, which was filed by the Company with the SEC on October 16, 2023 and declared effective by the SEC on October 24, 2023; the Company’s proxy statement relating to its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 6, 2023; the Company’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, including the joint proxy statement/prospectus, and other relevant documents regarding the Proposed Merger (if and when available), which will be filed with the SEC.
Cautionary Statement Regarding Forward-Looking Statements
The statements in this Current Report on Form 8-K 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 the Company’s and HEP’s filings with 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 the Company’s and HEP’s plans and objectives for future operations or the Proposed Merger. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company cannot assure you that the Company’s and HEP’s expectations will prove to be 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 the Company or HEP to consummate the Proposed Merger; the risk that the Proposed Merger does not occur; negative effects from the pendency of the Proposed Merger; the time required to consummate the Proposed Merger; the risk that cost savings, tax benefits and any other synergies from the Proposed Merger may not be fully realized or may take longer to realize than expected; disruption from the Proposed Merger may make it more difficult to maintain relationships with customers, employees or suppliers; the possibility that the market price of the Company’s common stock will fluctuate prior to the completion of the Proposed Merger causing the value of the merger consideration of the Proposed Merger to change; the risk that certain officers and directors of the Company and HEP have interests in the Proposed Merger that are different from, or in addition, to the interests they may have as a stockholder of the Company or a unitholder of HEP, respectively; the possibility that financial projections by the Company may not prove to be reflective of actual future results; failure to obtain the required approvals for the Proposed Merger; the focus of management time
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and attention on the Proposed Merger and other disruptions arising from the Proposed Merger; legal proceedings that may be instituted against the Company or HEP in connection with the Proposed Merger; limitations on our ability to effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; the Company’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; the Company’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 the Company’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 the Company’s operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing of the Company’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 the Company; the effectiveness of the Company’s capital investments and marketing strategies; the Company’s and HEP’s efficiency in carrying out and consummating construction projects, including the Company’s ability to complete announced capital projects on time and within capital guidance; the Company’s and HEP’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of the Company 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 Israel-Gaza conflict, the Russia-Ukraine war, and any associated military campaigns which may disrupt crude oil supplies and markets for the Company’s refined products and create instability in the financial markets that could restrict the Company’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; the outcome of the Exchange Offers and Consent Solicitations; and other business, financial, operational and legal risks and uncertainties detailed from time to time in the Company’s and HEP’s SEC filings, whether or not related to the Exchange Offers and Consent Solicitations. The forward-looking statements speak only as of the date made and, other than as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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SIGNATURES
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.
Date: November 13, 2023 | HF SINCLAIR CORPORATION | |||||
By: | /s/ Atanas H. Atanasov | |||||
Name: | Atanas H. Atanasov | |||||
Title: | Executive Vice President and Chief Financial Officer |
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Exhibit 4.1
HOLLY ENERGY PARTNERS, L.P. and HOLLY ENERGY FINANCE CORP.
AS ISSUERS
and Each of the Guarantors Party Hereto
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
Dated as of November 10, 2023
to
Indenture dated as of April 8, 2022
TABLE OF CONTENTS
Page | ||||||
ARTICLE I AMENDMENTS |
2 | |||||
Section 1.1 |
Amendments to the Indenture | 2 | ||||
ARTICLE II MISCELLANEOUS PROVISIONS |
2 | |||||
Section 2.1 |
Ratification and Incorporation of Indenture | 2 | ||||
Section 2.2 |
Definitions | 3 | ||||
Section 2.3 |
Table of Contents, Headings, etc. | 3 | ||||
Section 2.4 |
Counterpart Originals; Electronic Signatures | 3 | ||||
Section 2.5 |
Governing Law | 3 | ||||
Section 2.6 |
Waiver of Jury Trial | 3 | ||||
Section 2.7 |
U.S.A. PATRIOT Act | 4 | ||||
Section 2.8 |
Severability | 4 | ||||
Section 2.9 |
Requisite Consent | 4 | ||||
Section 2.10 |
Certain Trustee Matters | 4 | ||||
Section 2.11 |
Condition of Operation of Amendments | 4 |
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of November 10, 2023 (this Second Supplemental Indenture), is between Holly Energy Partners, L.P., a Delaware limited partnership (Holly Energy Partners), Holly Energy Finance Corp., a Delaware corporation (Finance Corp. and, together with Holly Energy Partners, the Company), the Guarantors (as defined in the Indenture (as defined below)), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank, National Association), a national banking association, as trustee (the Trustee).
RECITALS:
WHEREAS, the Company has heretofore entered into an indenture dated as of April 8, 2022 between the Company, the Guarantors and the Trustee, relating to the Companys 6.375% Senior Notes due 2027 (as supplemented by the First Supplemental Indenture (as defined below), the Indenture);
WHEREAS, the Company has heretofore entered into the First Supplemental Indenture (the First Supplemental Indenture), dated as of May 22, 2022, among the Company, the Guaranteeing Subsidiary (as defined therein) and the Trustee.
WHEREAS, HF Sinclair Corporation, a Delaware corporation (HF Sinclair), on behalf of the Company, has solicited consents from the Holders (as defined in the Indenture) of the Notes to certain proposed amendments to the Indenture as set forth in Article I to this Second Supplemental Indenture (the Proposed Amendments), in accordance with the terms and conditions of the Confidential Exchange Offer Memorandum and Consent Solicitation Statement, dated as of October 30, 2023 (the Exchange Offer Memorandum);
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes in accordance with such Section 9.02;
WHEREAS, the Holders of a majority in aggregate principal amount of the outstanding Notes (the Requisite Consent) have validly tendered, and not withdrawn, their consents to the adoption of the Proposed Amendments to be effectuated by this Second Supplemental Indenture in accordance with the provision of the Indenture, and the Company and the Guarantors, having received the Requisite Consent for the Proposed Amendments for the Notes, desire to amend the Indenture as provided in this Second Supplemental Indenture in respect of the Notes; and
WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee an Officers Certificate (with evidence of, and certification as to, the Requisite Consent) and an Opinion of Counsel each as described in Sections 1.01, 7.02, 9.02, 9.05, 12.04 and 12.05 of the Indenture;
NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Indenture which, absent this Second Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows:
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ARTICLE I
AMENDMENTS
Section 1.1 Amendments to the Indenture.
The Indenture is hereby amended as it relates to the Notes to delete the following sections in their entirety, and, in the case of each such section, insert in lieu thereof the phrase [Intentionally Omitted] and any and all references thereto (including any definitions the references to which would be eliminated as a result of such deletions), and any and all obligations thereunder, and any events of default related thereto are hereby deleted throughout the Indenture as they relate to the Notes and such sections and references shall be of no further force or effect as they relate to the Notes:
(1) | Section 4.03 entitled Reports; |
(2) | Section 4.07 entitled Restricted Payments; |
(3) | Section 4.08 entitled Dividend and Other Payment Restrictions Affecting Subsidiaries; |
(4) | Section 4.09 entitled Incurrence of Indebtedness and Issuance of Disqualified Equity; |
(5) | Section 4.10 entitled Asset Sales; |
(6) | Section 4.11 entitled Transactions with Affiliates; |
(7) | Section 4.12 entitled Liens; |
(8) | Section 4.13 entitled Limitations on Finance Corp. Activities; |
(9) | Section 4.15 entitled Offer to Repurchase Upon Change of Control; |
(10) | Section 4.16 entitled Additional Guarantees; |
(11) | Clause (4) of Section 5.01 entitled Merger, Consolidation or Sale of Assets; and |
(12) | Clauses (3), (4), (5), (6), (7) and (10) of Section 6.01 entitled Events of Default. |
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1 Ratification and Incorporation of Indenture.
As supplemented hereby, the Indenture is in all respects ratified and confirmed by the Company and the Guarantors, and the Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.
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Section 2.2 Definitions.
All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.
Section 2.3 Table of Contents, Headings, etc.
The table of contents and headings of the Articles and Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
Section 2.4 Counterpart Originals; Electronic Signatures
This Second Supplemental Indenture and any certificate, agreement or other document to be signed in connection with this Second Supplemental Indenture and the transactions contemplated hereby shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, Signature Law), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
Section 2.5 Governing Law.
THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 2.6 Waiver of Jury Trial.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
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Section 2.7 U.S.A. PATRIOT Act.
The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act and the Trustee are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Second Supplemental Indenture agree that they shall provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.
Section 2.8 Severability.
In case any provision in this Second Supplemental Indenture or the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
Section 2.9 Requisite Consent.
To the extent Requisite Consent is finally judicially determined by a court of competent jurisdiction to have not been validly obtained in accordance with the Indenture or applicable laws, the Proposed Amendments shall not be deemed to have occurred.
Section 2.10 Certain Trustee Matters.
The recitals contained herein and the statements made in any Officers Certificate shall be taken as the statements of the Company, and the Trustee assume no responsibility for their correctness, and none of the recitals contained herein or the statements made in any Officers Certificate are intended to or shall be construed as statements made or agreed to by the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture. The Trustee shall make no representations as to and shall not be responsible in any manner whatsoever for or in respect of the Exchange Offer Memorandum, the Consent Solicitations (as defined in the Exchange Offer Memorandum) or the consents of Holders. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or the consequences of the Proposed Amendments provided herein.
Section 2.11 Condition of Operation of Amendments.
This Second Supplemental Indenture shall become effective upon execution by the parties hereto, however, the provisions of this Second Supplemental Indenture shall not become operative unless: HF Sinclair accepts validly tendered Notes for purchase in the applicable Exchange Offer (as defined in the Exchange Offer Memorandum) and the Settlement Date (as defined in the Exchange Offer Memorandum) for such Exchange Offer occurs. The Company shall provide prompt written notice to the Trustee if this Second Supplemental Indenture has become operative, or if this Second Supplemental Indenture shall not become operative.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
ISSUERS: | ||
HOLLY ENERGY PARTNERS, L.P. | ||
By: | HEP Logistic 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 | |
HOLLY ENERGY FINANCE CORP. | ||
By: | /s/ John Harrison | |
Name: | John Harrison | |
Title: | Senior Vice President, Chief Financial Officer and Treasurer |
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
GUARANTORS: |
CHEYENNE LOGISTICS LLC, a Delaware limited liability company |
EL DORADO LOGISTICS LLC, a Delaware limited liability company |
EL DORADO OPERATING LLC, a Delaware limited liability company |
EL DORADO OSAGE LLC, a Delaware limited liability company |
FRONTIER ASPEN LLC, a Delaware limited liability company |
HEP CHEYENNE LLC, a Delaware limited liability company |
HEP CUSHING LLC, a Delaware limited liability company |
HEP EL DORADO LLC, a Delaware limited liability company |
HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company |
HEP OKLAHOMA LLC, a Delaware limited liability company |
HEP PIPELINE, L.L.C., a Delaware limited liability company |
HEP PIPELINE GP, L.L.C., a Delaware limited liability company |
HEP REFINING, L.L.C., a Delaware limited liability company |
HEP REFINING GP, L.L.C., a Delaware limited liability company |
HEP TULSA LLC, a Delaware limited liability company |
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
HEP UNEV HOLDINGS LLC, a Delaware limited liability company |
HEP UNEV PIPELINE LLC, a Delaware limited liability company |
UNEV PIPELINE, LLC, a Delaware limited liability company |
HEP WOODS CROSS, L.L.C., a Delaware limited liability company |
HOLLY ENERGY HOLDINGS LLC, a Delaware limited liability company |
HOLLY ENERGY STORAGE-LOVINGTON LLC, a Delaware limited liability company |
LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company |
ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company |
SLC PIPELINE LLC, a Delaware limited liability company |
WOODS CROSS OPERATING LLC, a Delaware limited liability company |
By: | /s/ John Harrison | |
Name: | John Harrison | |
Title: | Senior Vice President, Chief Financial | |
Officer and Treasurer |
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
SINCLAIR LOGISTICS LLC, a Delaware limited liability company |
SINCLAIR PIPELINE COMPANY LLC, a Delaware limited liability company |
SINCLAIR TRANSPORTATION COMPANY LLC, a Delaware limited liability company |
By: | /s/ John Harrison | |
Name: | John Harrison | |
Title: | Senior Vice President, Chief Financial | |
Officer and Treasurer |
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership | ||
HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership | ||
HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership | ||
Each by: | HEP Pipeline GP, L.L.C., a Delaware limited liability company, its general partner | |
By: | /s/ John Harrison | |
Name: | John Harrison | |
Title: | Senior Vice President, Chief Financial | |
Officer and Treasurer |
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
HEP REFINING ASSETS, L.P., a Delaware limited partnership | ||
By: | HEP Refining GP, L.L.C., a Delaware limited liability company, its general partner | |
By: | /s/ John Harrison | |
Name: | John Harrison | |
Title: | Senior Vice President, Chief Financial Officer and Treasurer | |
HOLLY ENERGY PARTNERS-OPERATING, L.P., a Delaware limited partnership | ||
By: | HEP Logistics GP, L.L.C., a Delaware limited liability company, its general partner | |
By: | /s/ John Harrison | |
Name: | John Harrison | |
Title: | Senior Vice President, Chief Financial Officer and Treasurer | |
HEP LOGISTICS GP, L.L.C., a Delaware limited liability company | ||
By: Holly Energy Partners, L.P., a Delaware limited partnership, its sole member | ||
By: HEP Logistics Holdings, L.P., a Delaware limited partnership, 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 |
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Michael K. Herberger | |
Name: | Michael K. Herberger | |
Title: | Vice President |
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.2
HOLLY ENERGY PARTNERS, L.P. and HOLLY ENERGY FINANCE CORP.
AS ISSUERS
and Each of the Guarantors Party Hereto
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
THIRD SUPPLEMENTAL INDENTURE
Dated as of November 10, 2023
to
Indenture dated as of February 4, 2020
TABLE OF CONTENTS
Page | ||||||
ARTICLE I |
AMENDMENTS | 2 | ||||
Section 1.1 |
Amendments to the Indenture | 2 | ||||
ARTICLE II |
MISCELLANEOUS PROVISIONS | 2 | ||||
Section 2.1 |
Ratification and Incorporation of Indenture | 2 | ||||
Section 2.2 |
Definitions | 3 | ||||
Section 2.3 |
Table of Contents, Headings, etc. | 3 | ||||
Section 2.4 |
Counterpart Originals; Electronic Signatures | 3 | ||||
Section 2.5 |
Governing Law | 3 | ||||
Section 2.6 |
Waiver of Jury Trial | 3 | ||||
Section 2.7 |
U.S.A. PATRIOT Act | 1 | ||||
Section 2.8 |
Severability | 1 | ||||
Section 2.9 |
Requisite Consent | 1 | ||||
Section 2.10 |
Certain Trustee Matters | 1 | ||||
Section 2.11 |
Condition of Operation of Amendments | 1 |
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of November 10, 2023 (this Third Supplemental Indenture), is between Holly Energy Partners, L.P., a Delaware limited partnership (Holly Energy Partners), Holly Energy Finance Corp., a Delaware corporation (Finance Corp. and, together with Holly Energy Partners, the Company), the Guarantors (as defined in the Indenture (as defined below)), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank, National Association), a national banking association, as trustee (the Trustee).
RECITALS:
WHEREAS, the Company has heretofore entered into an indenture dated as of February 4, 2020 between the Company, the Guarantors and the Trustee, relating to the Companys 5.000% Senior Notes due 2028 (as supplemented by the First Supplemental Indenture (as defined below) and as further supplemented by the Second Supplemental Indenture (as defined below), the Indenture);
WHEREAS, the Company has heretofore entered into the First Supplemental Indenture (the First Supplemental Indenture) dated as of March 14, 2022, among the Company, the Guaranteeing Subsidiaries (as defined therein) and the Trustee, and the Second Supplemental Indenture (the Second Supplemental Indenture), dated as of May 22, 2022, among the Company, the Guaranteeing Subsidiary (as defined therein) and the Trustee.
WHEREAS, HF Sinclair Corporation, a Delaware corporation (HF Sinclair), on behalf of the Company, has solicited consents from the Holders (as defined in the Indenture) of the Notes to certain proposed amendments to the Indenture as set forth in Article I to this Third Supplemental Indenture (the Proposed Amendments), in accordance with the terms and conditions of the Confidential Exchange Offer Memorandum and Consent Solicitation Statement, dated as of October 30, 2023 (the Exchange Offer Memorandum);
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes in accordance with such Section 9.02;
WHEREAS, the Holders of a majority in aggregate principal amount of the outstanding Notes (the Requisite Consent) have validly tendered, and not withdrawn, their consents to the adoption of the Proposed Amendments to be effectuated by this Third Supplemental Indenture in accordance with the provision of the Indenture, and the Company and the Guarantors, having received the Requisite Consent for the Proposed Amendments for the Notes, desire to amend the Indenture as provided in this Third Supplemental Indenture in respect of the Notes; and
WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee an Officers Certificate (with evidence of, and certification as to, the Requisite Consent) and an Opinion of Counsel each as described in Sections 1.01, 7.02, 9.02, 9.05, 12.04 and 12.05 of the Indenture;
NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Indenture which, absent this Third Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows:
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ARTICLE I
AMENDMENTS
Section 1.1 Amendments to the Indenture.
The Indenture is hereby amended as it relates to the Notes to delete the following sections in their entirety, and, in the case of each such section, insert in lieu thereof the phrase [Intentionally Omitted] and any and all references thereto (including any definitions the references to which would be eliminated as a result of such deletions), and any and all obligations thereunder, and any events of default related thereto are hereby deleted throughout the Indenture as they relate to the Notes and such sections and references shall be of no further force or effect as they relate to the Notes:
(1) Section 4.03 entitled Reports;
(2) Section 4.07 entitled Restricted Payments;
(3) Section 4.08 entitled Dividend and Other Payment Restrictions Affecting Subsidiaries;
(4) Section 4.09 entitled Incurrence of Indebtedness and Issuance of Disqualified Equity;
(5) Section 4.10 entitled Asset Sales;
(6) Section 4.11 entitled Transactions with Affiliates;
(7) Section 4.12 entitled Liens;
(8) Section 4.13 entitled Limitations on Finance Corp. Activities;
(9) Section 4.15 entitled Offer to Repurchase Upon Change of Control;
(10) Section 4.16 entitled Additional Guarantees;
(11) Clause (4) of Section 5.01 entitled Merger, Consolidation or Sale of Assets; and
(12) Clauses (3), (4), (5), (6), (7) and (10) of Section 6.01 entitled Events of Default.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1 Ratification and Incorporation of Indenture.
As supplemented hereby, the Indenture is in all respects ratified and confirmed by the Company and the Guarantors, and the Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument.
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Section 2.2 Definitions.
All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.
Section 2.3 Table of Contents, Headings, etc.
The table of contents and headings of the Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
Section 2.4 Counterpart Originals; Electronic Signatures
This Third Supplemental Indenture and any certificate, agreement or other document to be signed in connection with this Third Supplemental Indenture and the transactions contemplated hereby shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, Signature Law), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
Section 2.5 Governing Law.
THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 2.6 Waiver of Jury Trial.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
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Section 2.7 U.S.A. PATRIOT Act.
The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act and the Trustee are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Third Supplemental Indenture agree that they shall provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.
Section 2.8 Severability.
In case any provision in this Third Supplemental Indenture or the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
Section 2.9 Requisite Consent.
To the extent Requisite Consent is finally judicially determined by a court of competent jurisdiction to have not been validly obtained in accordance with the Indenture or applicable laws, the Proposed Amendments shall not be deemed to have occurred.
Section 2.10 Certain Trustee Matters.
The recitals contained herein and the statements made in any Officers Certificate shall be taken as the statements of the Company, and the Trustee assume no responsibility for their correctness, and none of the recitals contained herein or the statements made in any Officers Certificate are intended to or shall be construed as statements made or agreed to by the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture. The Trustee shall make no representations as to and shall not be responsible in any manner whatsoever for or in respect of the Exchange Offer Memorandum, the Consent Solicitations (as defined in the Exchange Offer Memorandum) or the consents of Holders. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or the consequences of the Proposed Amendments provided herein.
Section 2.11 Condition of Operation of Amendments.
This Third Supplemental Indenture shall become effective upon execution by the parties hereto, however, the provisions of this Third Supplemental Indenture shall not become operative unless: HF Sinclair accepts validly tendered Notes for purchase in the applicable Exchange Offer (as defined in the Exchange Offer Memorandum) and the Settlement Date (as defined in the Exchange Offer Memorandum) for such Exchange Offer occurs. The Company shall provide prompt written notice to the Trustee if this Third Supplemental Indenture has become operative, or if this Third Supplemental Indenture shall not become operative.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first written above.
ISSUERS: | ||
HOLLY ENERGY PARTNERS, L.P. | ||
By: | HEP Logistic 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 | |
HOLLY ENERGY FINANCE CORP. | ||
By: | /s/ John Harrison | |
Name: | John Harrison | |
Title: | Senior Vice President, Chief Financial Officer and Treasurer |
SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE
GUARANTORS: | ||
CHEYENNE LOGISTICS LLC, a Delaware limited liability company | ||
EL DORADO LOGISTICS LLC, a Delaware limited liability company | ||
EL DORADO OPERATING LLC, a Delaware limited liability company | ||
EL DORADO OSAGE LLC, a Delaware limited liability company | ||
FRONTIER ASPEN LLC, a Delaware limited liability company | ||
HEP CHEYENNE LLC, a Delaware limited liability company | ||
HEP CUSHING LLC, a Delaware limited liability company | ||
HEP EL DORADO LLC, a Delaware limited liability company | ||
HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company | ||
HEP OKLAHOMA LLC, a Delaware limited liability company | ||
HEP PIPELINE, L.L.C., a Delaware limited liability company | ||
HEP PIPELINE GP, L.L.C., a Delaware limited liability company | ||
HEP REFINING, L.L.C., a Delaware limited liability company | ||
HEP REFINING GP, L.L.C., a Delaware limited liability company | ||
HEP TULSA LLC, a Delaware limited liability company |
SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE
HEP UNEV HOLDINGS LLC, a Delaware limited liability company | ||
HEP UNEV PIPELINE LLC, a Delaware limited liability company | ||
UNEV PIPELINE, LLC, a Delaware limited liability company | ||
HEP WOODS CROSS, L.L.C., a Delaware limited liability company | ||
HOLLY ENERGY HOLDINGS LLC, a Delaware limited liability company | ||
HOLLY ENERGY STORAGE-LOVINGTON LLC, a Delaware limited liability company | ||
LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company | ||
ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company | ||
SLC PIPELINE LLC, a Delaware limited liability company | ||
WOODS CROSS OPERATING LLC, a Delaware limited liability company | ||
By: /s/ John Harrison | ||
Name: John Harrison | ||
Title: Senior Vice President, Chief Financial | ||
Officer and Treasurer |
SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE
SINCLAIR LOGISTICS LLC, a Delaware limited liability company | ||
SINCLAIR PIPELINE COMPANY LLC, a Delaware limited liability company | ||
SINCLAIR TRANSPORTATION COMPANY LLC, a Delaware limited liability company | ||
By: | /s/ John Harrison | |
Name: | John Harrison | |
Title: | Senior Vice President, Chief Financial | |
Officer and Treasurer |
SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE
HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership | ||
HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership | ||
HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership | ||
Each by: | HEP Pipeline GP, L.L.C., a Delaware limited liability company, its general partner | |
By: | /s/ John Harrison | |
Name: | John Harrison | |
Title: | Senior Vice President, Chief Financial | |
Officer and Treasurer |
SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE
SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Michael K. Herberger | |
Name: | Michael K. Herberger | |
Title: | Vice President |
SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE
Exhibit 99.1
HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Results of Early Participation in Exchange Offers and Consent Solicitations for Outstanding Notes of the HEP Issuers and Extension of the Early Participation Exchange Consideration
DALLAS, November 13, 2023(BUSINESS WIRE)HF Sinclair Corporation (NYSE: DINO) (HF Sinclair) and Holly Energy Partners, L.P. (NYSE: HEP) (HEP) today announced that as of 5:00 p.m., New York City time, on November 13, 2023 (the Early Participation Date), that $880,229,000 in aggregate principal amount of outstanding HEP Notes (as defined below) previously issued by HEP and Holly Energy Finance Corp. (Finance Corp. and, together with HEP, the HEP Issuers), representing approximately 97.80% of the total outstanding principal amount of the HEP Notes, have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly withdrawn) in connection with its previously announced private exchange offers (each an Exchange Offer and, collectively, the Exchange Offers) and related consent solicitations (collectively, the Consent Solicitations) and that the following Early Participation Exchange Consideration (as defined below) in respect of each $1,000 principal amount of such HEP Notes if accepted for purchase is to be paid:
Title of Series of HEP Notes |
CUSIPs |
ISIN No. |
Early Participation Exchange Consideration |
Principal Amount Tendered |
Percentage Tendered | |||||
6.375% Senior Notes due 2027 | 144A: 435765AJ1 / Reg S: U4377TAG5 |
144A: US435765AJ10 / Reg S: USU4377TAG59 | $1,000 principal amount of HF Sinclairs 6.375% Senior Notes due 2027 and $1.00 in cash | $394,226,000 | 98.56% | |||||
5.000% Senior Notes due 2028 | 144A: 435765AH5 / Reg S: U4377TAF7 |
144A: US435765AH53 / Reg S: USU4377TAF76 | $1,000 principal amount of HF Sinclairs 5.000% Senior Notes due 2028 and $1.00 in cash | $486,003,000 | 97.20% | |||||
Total: |
$880,229,000 | 97.80% |
As of 11:00 a.m., New York City time, on November 10, 2023, HF Sinclair, on behalf of the HEP Issuers, had received valid consents from at least a majority of the outstanding aggregate principal amount of the 6.375% Senior Notes due 2027 (the 2027 Notes) and the 5.000% Senior Notes due 2028 (the 2028 Notes and, together with the 2027 Notes, the HEP Notes), which amounts were sufficient to constitute the requisite consents to approve the Proposed Amendments (as defined below) to amend the indentures governing the HEP Notes (the HEP Indentures and each an HEP Indenture). On November 10, 2023, the HEP Issuers entered into supplemental indentures implementing certain proposed amendments to, among other things, eliminate from each HEP Indenture, as it relates to each series of HEP Notes (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an Event of Default, (iii) the U.S. Securities and Exchange Commission (the SEC) reporting covenant and (iv) the requirement of HEP to offer to purchase the HEP Notes upon a change of control (collectively, the Proposed Amendments). The supplemental indentures implementing the Proposed Amendments were effective upon execution but will only become operative upon the Settlement Date (as defined below) of the applicable Exchange Offer. Eligible Holders (as defined below) may no longer withdraw tendered HEP Notes or revoke consents, except as required by applicable law.
HF Sinclair has also announced that the previous deadline for holders to tender their HEP Notes and be eligible to receive $1,000 principal amount of such series of new notes to be issued by HF Sinclair (the New Notes), which includes an early participation premium, payable in principal amount of New Notes, of $50, plus a payment of $1.00 in cash (together, the Early Participation Exchange Consideration) has been extended to the Expiration Date. Currently, this is the same time and date as the Expiration Date (as defined below) for the Exchange Offers and Consent Solicitations. As a result, the consideration to be paid for HEP Notes validly tendered (i) at or prior to the Early Participation Date and (ii) following the Early Participation Date, but at or prior to the Expiration Date, will be the same.
HEP Notes validly tendered and not validly withdrawn and that are accepted for exchange will be exchanged for New Notes on the Settlement Date, which is expected to be on or about December 4, 2023, and the applicable consideration will be paid to the Eligible Holders of such HEP Notes on such date, unless the Exchange Offers and Consent Solicitations are extended or terminated.
The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated as of October 30, 2023 (the Exchange Offer Memorandum). Each Exchange Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on November 29, 2023, unless extended or earlier terminated (such date and time, as they may be extended or earlier terminated, the Expiration Date). Settlement of the Exchange Offers is expected to be on or about the third business day following the Expiration Date (the Settlement Date), and is expected to be on or about December 4, 2023, unless HF Sinclair extends the Expiration Date or terminates the Exchange Offers. HF Sinclair, in its sole discretion, subject to applicable law, reserves the right to terminate, withdraw, amend or extend one or more of the Exchange Offers and Consent Solicitations in its discretion, subject to the terms and conditions set forth in the Exchange Offer Memorandum.
Each series of New Notes will have substantially identical interest rate, interest payment dates, maturity date and redemption terms as the corresponding series of HEP Notes. The first interest payment on any New Notes will include the accrued and unpaid interest on the HEP Notes tendered in exchange therefor so that a tendering Eligible Holder will receive the same interest payment it would have received had its HEP Notes not been tendered in the Exchange Offers and Consent Solicitations; provided that the amount of accrued and unpaid interest shall only be equal to the accrued and unpaid interest on the principal amount of HEP Notes equal to the aggregate principal amount of New Notes an Eligible Holder receives.
In addition, each Exchange Offer and Consent Solicitation is subject to certain conditions such as, among other things, completion of the Proposed Merger (as defined below), which condition may not be waived by HF Sinclair, and the receipt of the requisite consents necessary to effect the Proposed Amendments to each of the HEP Indentures (which consents were received on November 10, 2023 as discussed above). HF Sinclair may generally waive any such conditions at any time, and any waiver of a condition by HF Sinclair with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable. In addition, HF Sinclair may amend the terms of any Exchange Offer without amending the terms of any other Exchange Offer.
This press release 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 New Notes offered in the Exchange Offers have not been registered with the SEC under the Securities Act of 1933, as amended (the Securities Act), or any state or foreign securities laws. Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Only persons who properly complete and return the eligibility certification (the Eligibility Letter), which is available from the Information Agent (as defined herein), certifying that they are (i) qualified institutional buyers within the meaning of Rule 144A under the Securities Act or (ii) persons outside of the United States that are (a) not U.S. persons, as that term is defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act, (b) not acting for the account or benefit of a U.S. person and (c) (x) if a resident in a member state of the European Economic Area, such person is not a retail investor (as defined in the Eligibility Letter), (y) if a resident in the United Kingdom, such person is not a retail investor and such person is a relevant person (as defined in the Eligibility Letter) or (z) if a resident in Canada, such person is a non-U.S. qualified offeree (as
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defined in the Eligibility Letter) are authorized to receive and review the Exchange Offer Memorandum (such persons, Eligible Holders). Only Eligible Holders who have completed and returned an Eligibility Letter, available from the Information Agent, are authorized to receive or review the Exchange Offer Memorandum or to participate in the Exchange Offers and Consent Solicitations. HF Sinclair will also enter into a registration rights agreement with the dealer managers, for the benefit of the holders of the New Notes.
Holders who desire to obtain a copy of the Eligibility Letter should contact D.F. King & Co., Inc., the information and exchange agent for the Exchange Offers and Consent Solicitations (the Information Agent), at (800) 992-3086 (toll-free) or (212) 269-5550 (banks and brokers), at www.dfking.com/hfsinclair or by email at hfc@dfking.com. D.F. King & Co., Inc. will also provide copies of the Exchange Offer Memorandum to Eligible Holders.
Questions concerning the terms of the Exchange Offers or the Consent Solicitations should be directed to the dealer managers for the Exchange Offers and the solicitation agents for the Consent Solicitations:
BofA Securities | Wells Fargo Securities | |
620 South Tryon Street, 20th Floor Charlotte, North Carolina 28255 Toll Free: (888) 292-0070 Collect: (980) 387-3907 E-mail: debt_advisory@bofa.com Attn: Liability Management |
550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 Toll Free: (866) 309-6316 Collect: (704) 410-4235 Email: liabilitymanagement@wellsfargo.com Attn: Liability Management Group |
The Exchange Offers and Consent Solicitations are being made only pursuant to the Exchange Offer Memorandum. The Exchange Offer Memorandum and other documents relating to the Exchange Offers and Consent Solicitations will be distributed only to Eligible Holders. The Exchange Offers are not being made to holders of HEP Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The New Notes have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Exchange Offer Memorandum.
None of HF Sinclair, HF Sinclairs subsidiaries, its and their respective directors or officers, the dealer managers and solicitation agents, the exchange agent, the information agent, any trustee for the New Notes or the HEP Notes, their respective affiliates, or any other person is making any recommendation as to whether holders should tender their HEP Notes in the Exchange Offers or deliver consents to the Proposed Amendments.
ABOUT HF SINCLAIR CORPORATION AND HOLLY ENERGY PARTNERS, L.P.
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.
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.
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Contacts
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
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FORWARD-LOOKING STATEMENTS
The statements in this press release relating to matters that are not historical facts are forward-looking statements based on managements 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 Sinclairs and HEPs filings with 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 Sinclairs and HEPs plans and objectives for future operations or the Proposed Merger. Although HF Sinclair and HEP believe that the expectations reflected in these forward-looking statements are reasonable, HF Sinclair and HEP cannot assure you that HF Sinclairs and HEPs expectations will prove to be 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 Merger; the risk that the Proposed Merger does not occur; negative effects from the pendency of the Proposed Merger; the time required to consummate the Proposed Merger; the risk that cost savings, tax benefits and any other synergies from the Proposed Merger may not be fully realized or may take longer to realize than expected; disruption from the Proposed Merger may make it more difficult to maintain relationships with customers, employees or suppliers; the possibility that the market price of HF Sinclair common stock will fluctuate prior to the completion of the Proposed Merger causing the value of the merger consideration of the Proposed Merger to change; the risk that certain officers and directors of HF Sinclair and HEP have interests in the Proposed Merger that are different from, or in addition to, the interests they may have as a HF Sinclair stockholder or a HEP unitholder, respectively; the possibility that financial projections by HF Sinclair may not prove to be reflective of actual future results; failure to obtain the required approvals for the Proposed Merger; the focus of management time and attention on the Proposed Merger and other disruptions arising from the Proposed Merger; legal proceedings that may be instituted against HF Sinclair or HEP in connection with the Proposed Merger; HF Sinclairs and HEPs 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 Sinclairs 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 Sinclairs 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 Sinclairs operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing of HF Sinclairs 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 Sinclairs capital investments and marketing strategies; HF Sinclairs and HEPs efficiency in carrying out and consummating construction projects, including HF Sinclairs ability to complete announced capital projects on time and within capital guidance; HF Sinclairs and HEPs ability to timely obtain or maintain permits, including
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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 Israel-Gaza conflict, the Russia-Ukraine war, and any associated military campaigns which may disrupt crude oil supplies and markets for HF Sinclairs refined products and create instability in the financial markets that could restrict HF Sinclairs 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 outcome of the Exchange Offers and Consent Solicitations; and other business, financial, operational and legal risks and uncertainties detailed from time to time in HF Sinclairs and HEPs SEC filings, whether or not related to the Exchange Offers and Consent Solicitations. The forward-looking statements speak only as of the date made and, other than as required by law, HF Sinclair and HEP undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE YOU CAN FIND IT
This report does not constitute a solicitation of any vote or approval with respect to the proposed merger contemplated by that certain Agreement and Plan of Merger, dated August 15, 2023, by and between HF Sinclair, HEP, Navajo Pipeline Co., L.P., Holly Apple Holdings LLC (Merger Sub), HEP Logistics Holdings, L.P. and Holly Logistic Services, L.L.C., pursuant to which Merger Sub will merge with and into HEP, with HEP surviving as an indirect, wholly owned subsidiary of HF Sinclair (the Proposed Merger). In connection with the Proposed Merger, HF Sinclair has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of HF Sinclair and HEP and also constitutes a prospectus of HF Sinclair (the Registration Statement), which includes a joint proxy statement of HF Sinclair and HEP and also constitutes a prospectus of HF Sinclair, which was declared effective on October 24, 2023. HF Sinclair and HEP may also file other materials with the SEC regarding the Proposed Merger. Mailing of the definitive joint proxy statement/prospectus to the securityholders of HF Sinclair and HEP commenced on October 26, 2023. 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) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER, THE PARTIES TO THE PROPOSED MERGER AND THE RISKS ASSOCIATED WITH THE PROPOSED MERGER. 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 SECs 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 Sinclairs website at www.hfsinclair.com under the Investor Relations page or from HEPs 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.
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PARTICIPANTS IN THE SOLICITATION OF PROXIES
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 Merger. Information about these persons is set forth in the Registration Statement, including the joint proxy statement/prospectus, which was filed by HF Sinclair with the SEC on October 16, 2023 and declared effective by the SEC on October 24, 2023; HF Sinclairs proxy statement relating to its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 6, 2023; HF Sinclairs Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 28, 2023; HEPs 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, including the joint proxy statement/prospectus, and other relevant documents regarding the Proposed Merger (if and when available), which will be filed with the SEC.
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