__________________
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):
January 16, 2013 (January 16, 2013)
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 Number)
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))
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Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 16, 2013, HEP Logistics Holdings, L.P., the general partner of Holly Energy Partners, L.P.

(the “ Partnership ”), amended the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, by executing Amendment No. 4 thereto (“Amendment No. 4”) to modify certain definitions related to target distribution amounts and minimum distribution amounts in connection with the Partnership’s two-for-one unit split. The unit split was effected by a distribution on January 16, 2013 of one additional common unit for each common unit outstanding to unitholders of record as of January 7, 2013. A copy of Amendment No. 4 is filed as Exhibit 3.1 hereto and incorporated herein in its entirety.

Item 7.01.     Regulation FD Disclosure.

On January 16, 2013, the Partnership issued a press release announcing the completion of its previously announced two-for-one unit split of the Partnership’s common units. A copy of the Partnership’s press release is filed as Exhibit 99.1hereto 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.

3.1
Amendment No. 4 to First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated January 16, 2013

99.1
Press release of the Partnership issued January 16, 2013 announcing two-for-one unit split.*

________________________
* Furnished herewith.




1




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.
 
 
 
 
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/ Douglas S. Aron
 
 
 
 
 
Executive Vice President and
 Chief Financial Officer
 
Date:    January 16, 2013


1


EXHIBIT INDEX
Exhibit Number          Exhibit Title
3.1
Amendment No. 4 to First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated January 16, 2013

99.1
Press release of the Partnership issued January 16, 2013 announcing two-for-one unit split.*

________________________
* Furnished herewith.



 


AMENDMENT NO. 4
TO
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
HOLLY ENERGY PARTNERS, L.P.
This Amendment No. 4 (this “ Amendment No. 4 ”) to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (the “ Partnership ”), dated as of July 13, 2004 (and as amended to the date hereof, the “ Partnership Agreement ”), is hereby adopted on January 16, 2013, by HEP Logistics Holdings, L.P., a Delaware limited partnership (the “ General Partner ”), in its capacity as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
WHEREAS, Section 5.10 of the Partnership Agreement provides that the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities;
WHEREAS, the General Partner, on behalf of the Partnership, has previously authorized a two-for-one split for each Common Unit (the “ Unit Split ”), and in accordance with Section 5.10(b) of the Partnership Agreement, has set January 7, 2013 as the Record Date for such Unit Split and has provided notice to the Partnership’s Record Holders of such Unit Split and of the distribution of the additional Partnership Securities on January 16, 2013 (the “ Split Date ”);
WHEREAS, Section 6.6(a) of the Partnership Agreement provides that the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution shall each be proportionately adjusted in the event of a distribution, combination or subdivision of Units;
WHEREAS, Section 13.1(d)(iii) of the Partnership Agreement provides that the General Partner, without the approval of any Partner or Assignee, may amend any provision of the Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change that is necessary or advisable in connection with action taken by the General Partner pursuant to Section 5.10;
WHEREAS, the General Partner, deems it in the best interests of the Partnership to adopt this Amendment in order to make such changes as are necessary and appropriate in connection with the Unit Split; and
WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d) of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement does not require the approval of any Limited Partner.




NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:
Section 1. Amendment . Section 1.1 of the Partnership Agreement is hereby amended by deleting the definitions of “First Target Distribution,” “Minimum Quarterly Distribution,” “Second Target Distribution,” and “Third Target Distribution” contained therein and inserting in lieu thereof the following definitions, respectively:
First Target Distribution ” means $0.275 per Unit per Quarter, subject to adjustment in accordance with Sections 6.6 and 6.9.
Minimum Quarterly Distribution ” means $0.25 per Unit per Quarter, subject to adjustment in accordance with Sections 6.6 and 6.9.
Second Target Distribution ” means $0.3125 per Unit per Quarter, subject to adjustment in accordance with Sections 6.6 and 6.9.
Third Target Distribution ” means $0.375 per Unit per Quarter, subject to adjustment in accordance with Sections 6.6 and 6.9.
Section 2. General Authority . The appropriate officers of the General Partner are hereby authorized to make such further clarifying and conforming changes to the Partnership Agreement as they deem necessary or appropriate, and to interpret the Partnership Agreement, to give effect to the intent and purpose of this Amendment No. 4.
Section 3. Ratification of Partnership Agreement . Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect
Section 4. Governing Law . This Amendment No. 4 shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.



 
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IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 4 as of the date set forth above.


 
 
 
 
GENERAL PARTNER:

 
 
 
 
HEP LOGISTICS HOLDINGS, L.P.

 
 
 
 
By:
Holly Logistic Services, L.L.C.,
 
 
 
 
 
Its general partner
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Bruce R. Shaw
 
 
 
 
Name:
Bruce R. Shaw
 
 
 
 
Title:
President


[Signature page to Amendment No. 4 to First Amended and Restated Agreement
of Limited Partnership of Holly Energy Partners, L.P.]

Holly Energy Press Release
Holly Energy Partners Completes Two-for-One Unit Split
DALLAS, TX, January 16, 2013 – Holly Energy Partners, L.P. (NYSE:HEP) announced today the completion of its two-for-one common unit split. The unit split was effected by the distribution of one additional common unit for each common unit outstanding and held by unitholders of record at the close of business on January 7, 2013 taking the overall number of Holly Energy Partners common units outstanding to approximately 56.8 million. Post-split, Holly Energy Partners’ current annualized cash distribution rate will be $1.85 per unit. Common units will begin trading on a post-split basis on the New York Stock Exchange as of the market opening on January 17, 2013.
About Holly Energy Partners, L.P.:
Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, tankage and terminal services to the petroleum industry, including HollyFrontier Corporation, which currently owns a 44% interest (including a 2% general partner interest) in Holly Energy. Holly Energy owns and operates petroleum product and crude pipelines, tankage, terminals and loading facilities located in Texas, New Mexico, Arizona, Oklahoma, Washington, Idaho, Utah, Kansas and Wyoming. In addition, Holly Energy owns a 25% interest in SLC Pipeline LLC, a transporter of crude oil in the Salt Lake City area, and a 75% interest in UNEV Pipeline, LLC, the owner of a Holly Energy operated refined products pipeline running from Utah to Las Vegas, Nevada and related product terminals.

Information about Holly Energy Partners, L.P. may be found on its website at http://www.hollyenergy.com.


FOR FURTHER INFORMATION, Contact:

Neale Hickerson
Julia Heidenreich
Investor Relations
Holly Energy Partners
214/954-6511