HF Sinclair Corporation Completes Acquisition of Holly Energy Partners, L.P.
December 01 2023 - 9:11AM
Business Wire
HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) today
announced the completion of the transactions contemplated by the
previously announced Agreement and Plan of Merger, pursuant to
which HF Sinclair acquired all of the outstanding common units
(“HEP Common Units”) representing limited partner interests in
Holly Energy Partners, L.P. (“HEP”) not already owned by HF
Sinclair and its subsidiaries, for a combination of 0.3150 of a
share of HF Sinclair common stock and $4.00 in cash, without
interest, per HEP Common Unit.
The merger of HEP with a subsidiary of HF Sinclair became
effective upon the filing of the certificate of merger with the
Secretary of State of the State of Delaware, which occurred today.
As a result of the transaction, HEP Common Units will no longer be
listed on the New York Stock Exchange, and HEP will cease to be a
publicly traded partnership.
Tim Go, HF Sinclair’s Chief Executive Officer and President,
said “On behalf of our Board of Directors and management team, we
thank the HEP unitholders for their long-standing support and
partnership over the years. We believe the closing of this
transaction further advances our strategy of integrating and
optimizing our assets as a combined company under HF Sinclair.”
About HF Sinclair Corporation: 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 provides petroleum
product and crude oil transportation, terminalling, storage and
throughput services to its refineries and the petroleum
industry.
Forward Looking Statement: The statements in this press
release 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 HF Sinclair’s and HEP’s filings with the Securities and Exchange
Commission (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 Sinclair’s and HEP’s plans and objectives for future operations.
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 Sinclair’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 risk that
cost savings, tax benefits and any other synergies from the merger
with HEP (the “Merger”) may not be fully realized or may take
longer to realize than expected; the risk that disruption from the
Merger may make it more difficult to maintain relationships with
customers, employees or suppliers; the possibility that financial
projections by HF Sinclair may not prove to be reflective of actual
future results following the Merger; the focus of management time
and attention on Merger integration and other disruptions arising
from the Merger; legal proceedings that may be instituted against
HF Sinclair or HEP in connection with the Merger; HF Sinclair’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; HF Sinclair’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 HF Sinclair’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 HF Sinclair’s operations, production
facilities, machinery, pipelines and other logistics assets,
equipment, or information systems, or any of the foregoing of HF
Sinclair’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 HF Sinclair; the effectiveness of HF Sinclair’s capital
investments and marketing strategies; HF Sinclair’s and HEP’s
efficiency in carrying out and consummating construction projects,
including HF Sinclair’s ability to complete announced capital
projects on time and within capital guidance; HF Sinclair’s and
HEP’s ability to timely obtain or maintain permits, including 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 Sinclair’s refined
products and create instability in the financial markets that could
restrict HF Sinclair’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; and other business,
financial, operational and legal risks and uncertainties detailed
from time to time in HF Sinclair’s and HEP’s SEC filings. 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.
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HF Sinclair Corporation
Craig Biery, 214-954-6510 Vice President, Investor Relations
or
Trey Schonter, 214-954-6510 Manager, Investor Relations
HF Sinclair (NYSE:DINO)
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