HollyFrontier Corporation Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Corporation
March 06 2019 - 5:25PM
Business Wire
HollyFrontier Corporation (NYSE: HFC) (“HollyFrontier” or the
“Company”) has been notified of an unsolicited mini-tender offer by
TRC Capital Corporation (“TRC”) to purchase up to 2,000,000 shares
of Company common stock, representing approximately 1.17% of the
outstanding shares of Company common stock. TRC’s offer price of
$49.75 per share is approximately 4.38% lower than the closing
price per share on the New York Stock Exchange of Company common
stock on March 1, 2019, the last trading day before the
commencement of the offer. TRC’s unsolicited mini-tender offer is
also subject to a number of conditions, including that TRC obtains
sufficient financing.
HollyFrontier does not endorse TRC’s unsolicited mini-tender
offer and is not associated in any way with TRC, its mini-tender
offer or its mini-tender offer documents.
Because TRC’s offer price is below the current market value for
shares of Company common stock, HollyFrontier recommends that
stockholders reject this unsolicited offer and not tender their
shares in response to TRC’s offer, or, if stockholders have already
tendered shares, that they withdraw their shares by providing the
written notice described in the TRC mini-tender offer documents
prior to the expiration of the offer, currently scheduled for 12:01
a.m. (New York City time) on April 2, 2019.
Mini-tender offers, such as TRC’s offer, are not subject to many
of the disclosure and procedural requirements that apply to larger
tender offers under the rules of the U.S. Securities and Exchange
Commission (the “SEC”). As a result, mini-tender offers do not
provide investors with the same level of protection as provided by
larger tender offers under U.S. securities laws. The SEC has
cautioned investors that some bidders making mini-tender offers at
below-market prices are “hoping that they will catch investors off
guard if the investors do not compare the offer price to the
current market price.” The SEC’s cautionary advice to investors
regarding these offers is on its website at:
www.sec.gov/investor/pubs/minitend.htm.
HollyFrontier urges investors to obtain current market
quotations for their shares, to consult with their broker or
financial advisor and to exercise caution with respect to TRC’s
offer.
HollyFrontier encourages brokers and dealers, as well as other
market participants, to review the SEC’s letter regarding
broker-dealer mini-tender offer dissemination and disclosure at:
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
HollyFrontier requests that a copy of this press release be
included with all distributions of materials relating to TRC’s
mini-tender offer related to shares of Company common stock.
About HollyFrontier Corporation:
HollyFrontier Corporation, headquartered in Dallas, Texas,
is an independent petroleum refiner and marketer that produces high
value light products such as gasoline, diesel fuel, jet fuel and
other specialty products. HollyFrontier owns and operates
refineries located in Kansas, Oklahoma, New
Mexico, Wyoming 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. In addition, HollyFrontier produces base
oils and other specialized lubricants in the U.S., Canada and the
Netherlands, and exports products to more than 80
countries. HollyFrontier also owns a 57% 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 HollyFrontier.
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version on businesswire.com: https://www.businesswire.com/news/home/20190306005820/en/
HollyFrontier CorporationCraig Biery, 214-954-6510Director,
Investor RelationsorJared Harding, 214-954-6510Investor
Relations
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