HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Definitive Merger Agreement

HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (“HEP” or the “Partnership”) (NYSE: HEP) recently announced that they have entered into a definitive merger agreement for HF Sinclair to acquire all of the outstanding common units (“Common Units”) of HEP not owned by HF Sinclair or its affiliates in exchange for a combination of common stock, par value $0.01 per share, of HF Sinclair (“Common Stock”) and cash.

The agreement provides for consideration of both stock and cash in which each holder of Common Units would receive a combination of 0.315 shares of Common Stock and $4.00 in cash, without interest, for each publicly held Common Unit (the “Proposed Transaction”). The Proposed Transaction consideration represents an approximate 2% premium to the closing price of HEP’s Common Units as of August 15, 2023.

HF Sinclair’s Chief Executive Officer and President, Tim Go, commented, “We are pleased to announce this strategic transaction which we believe simplifies our corporate structure, reduces costs and further supports the integration and optimization of our portfolio. We expect the transaction to be accretive to earnings per share and available free cash flow within the first twelve months, further supporting our capital allocation strategy of returning excess cash to shareholders.”

Upon closing of the Proposed Transaction, the Partnership will be a wholly owned subsidiary of HF Sinclair and will no longer be a publicly traded partnership.

The Proposed Transaction is expected to close in the fourth quarter of 2023, subject to the approval of HF Sinclair stockholders and HEP unitholders and the satisfaction of certain customary closing conditions.

Barclays is acting as financial advisor to HF Sinclair, and Vinson & Elkins L.L.P. and Richards, Layton & Finger, P.A. are acting as HF Sinclair’s legal advisors. Intrepid Partners, LLC is acting as financial advisor to the conflicts committee of the board of the ultimate general partner of the Partnership (the “Conflicts Committee”), and Gibson, Dunn & Crutcher LLP and Morris, Nichols, Arsht & Tunnell LLP are acting as the Conflicts Committee’s legal advisors.

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 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. For more information, visit www.hfsinclair.com.

About Holly Energy Partners, L.P.

Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including subsidiaries of HF Sinclair Corporation. HEP, through its subsidiaries and joint ventures, owns and/or operates petroleum product and crude pipelines, tankage and terminals in Colorado, Idaho, Iowa, Kansas, Missouri, Nevada, New Mexico, Oklahoma, Texas, Utah, Washington and Wyoming, as well as refinery processing units in Kansas and Utah. For more information, visit www.hollyenergy.com.