UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): July 2, 2019 (July 1, 2019)
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Limited Partner Units | HEP | 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 Rule12b-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 |
Background
Holly Energy Partners – Operating, L.P. (“HEP Operating”), a wholly-owned subsidiary of Holly Energy Partners, L.P. (“HEP”), and HollyFrontier Refining & Marketing LLC (“HFRM”), a wholly-owned subsidiary of HollyFrontier Corporation (“HollyFrontier”), were parties to that certain Second Amended and Restated Refined Product Pipelines and Terminals Agreement, dated as of February 22, 2016 (as amended, the “Refined Products Throughput Agreement”), pursuant to which HEP Operating provided certain transportation and terminalling services to HFRM with respect to certain refined products pipelines and refined products terminals owned by subsidiaries of HEP. The Refined Products Throughput Agreement expired in accordance with its terms on July 1, 2019.
Fifth Amended and Restated Master Throughput Agreement
In connection with the expiration of the Refined Products Throughput Agreement, on July 1, 2019, HEP Operating and HFRM entered into the Fifth Amended and Restated Master Throughput Agreement (the “Fifth Amended and Restated Master Throughput Agreement”). The Fifth Amended and Restated Master Throughput Agreement amends and restates in its entirety the Fourth Amended and Restated Master Throughput Agreement, dated effective June 1, 2018. Pursuant to the Fifth Amended and Restated Master Throughput Agreement, among other things, HFRM agreed to (a) minimum throughput commitments on the Refined Products Pipelines (as defined therein) owned by subsidiaries of HEP and will pay HEP Operating tariffs associated with the products movements on the Refined Products Pipelines, and (b) terminalling fees on the Refined Products Terminals (as defined therein) owned by subsidiaries of HEP. The tariffs and terminalling fees are subject to adjustment as provided in the Fifth Amended and Restated Master Throughput Agreement. The arrangement with respect to the Refined Products Pipelines and Refined Products Terminals has a term of 10 years. HollyFrontier will guarantee the obligations of HFRM under the arrangement, and the HEP will guarantee the obligations of HEP Operating.
The description of the Fifth Amended and Restated Master Throughput Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.1 to this report, which is incorporated by reference into this report in its entirety.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
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/ Richard L. Voliva III | |
Name: | Richard L. Voliva III | |
Title: | Executive Vice President and Chief Financial Officer |
Date: July 2, 2019