Holly Energy Partners SC 13E3/A Going private transaction (amended)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

SCHEDULE 13E-3

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND

RULE 13e-3 THEREUNDER

Rule 13e-3 Transaction Statement

Under Section 13(e) of the Securities Exchange Act of 1934

HOLLY ENERGY PARTNERS, L.P.

(Name of the Issuer)

Holly Energy Partners, L.P.

HF Sinclair Corporation

Navajo Pipeline Co., L.P.

Holly Apple Holdings LLC

Holly Logistic Services, L.L.C.

HEP Logistics Holdings, L.P.

(Names of Persons Filing Statement)

Common Units

(Title of Class of Securities)

435763 10 7

(CUSIP Number of Class of Securities)

Vaishali S. Bhatia

Executive Vice President, General Counsel and

Secretary

HF Sinclair Corporation

2828 N. Harwood St., Suite 1300

Dallas, Texas 75201

(214) 871-3555

Vaishali S. Bhatia

Executive Vice President, General Counsel and

Secretary

Holly Energy Partners, L.P.

2828 N. Harwood St., Suite 1300

Dallas, Texas 75201

(214) 871-3555

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

Katherine Terrell Frank

E. Ramey Layne

Vinson & Elkins L.L.P.

Trammell Crow Center

2001 Ross Avenue, Suite 3900

Dallas, Texas 75201

(214) 220-7700

Hillary H. Holmes

Tull R. Florey

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, Texas 77002

(346) 718-6600

This statement is filed in connection with (check the appropriate box):


a.	☒	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.	☒	The filing of a registration statement under the Securities Act of 1933.

c.	☐	A tender offer.

d.	☐	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as originally filed on September 22, 2023, and together with the exhibits hereto and thereto, this “Amended Transaction Statement”), is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”) and the issuer of the common units representing limited partner interests in HEP (“HEP Common Units,” and the holders of HEP Common Units, the “HEP Unitholders”) that are subject to the Rule 13e-3 transaction; (ii) HF Sinclair Corporation, a Delaware corporation (“HF Sinclair”); (iii) Navajo Pipeline Co., L.P., a Delaware limited partnership and an indirect wholly owned subsidiary of HF Sinclair (“HoldCo”); (iv) Holly Logistic Services, L.L.C., a Delaware limited liability company, the general partner (the “General Partner”) of HEP Logistics Holdings, L.P. (“HLH”); (v) HLH, a Delaware limited partnership and the general partner of HEP; and (vi) Holly Apple Holdings LLC, a wholly owned subsidiary of HoldCo (“Merger Sub”). Collectively, the persons filing this Amended Transaction Statement are referred to as the “filing persons.”

This Amended Transaction Statement relates to the Agreement and Plan of Merger, dated as of August 15, 2023 (as the same may be amended or supplemented from time to time, the “Merger Agreement”), by and among HF Sinclair, HEP, HoldCo, the General Partner, HLH and Merger Sub, pursuant to which Merger Sub will merge with and into HEP, with HEP surviving as an indirect, wholly owned subsidiary of HF Sinclair (the “Merger”).

Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding HEP Common Unit other than the HEP Common Units owned by HF Sinclair, HoldCo, HLH, the General Partner and their respective affiliates, will be converted into the right to receive (i) 0.315 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of HF Sinclair (the “HF Sinclair Common Stock” and such issuance, the “HF Sinclair Stock Issuance”) and (ii) $4.00 in cash, without interest (the “Cash Consideration” and, together with the shares of HF Sinclair Common Stock to be issued in the Merger, the “Merger Consideration”). The receipt of Merger Consideration in exchange for HEP Common Units held by the HEP Unitholders other than HF Sinclair and its subsidiaries pursuant to the Merger will be a taxable transaction to U.S. Holders. See “United States Federal Income Tax Consequences” in the Joint Proxy Statement/Prospectus (as defined below).

The Merger will become effective upon the filing of a properly executed certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as may be agreed by HF Sinclair and HEP in writing and set forth in the certificate of merger.

HF Sinclair will not issue any fractional shares in the Merger. Instead, each holder of HEP Common Units that are converted pursuant to the Merger Agreement who otherwise would have received a fraction of a share of HF Sinclair Common Stock will be entitled to receive, in lieu thereof, a cash payment (without interest and rounded to the nearest cent) in an amount equal to the product of (i) the aggregated amount of the fractional interest in shares of HF Sinclair Common Stock to which such holder would otherwise be entitled to receive pursuant to the Merger Agreement and (ii) an amount equal to the average of the volume weighted average price per share of HF Sinclair Common Stock on the New York Stock Exchange (the “NYSE”) (as reported by Bloomberg L.P., or, if not reported therein, in another authoritative source mutually selected by HF Sinclair and the General Partner) on each of the ten consecutive trading days ending with the complete trading day immediately prior to the closing date of the Merger.

Holders of shares of HF Sinclair Common Stock prior to the Merger will continue to own their existing shares of HF Sinclair Common Stock. In connection with the Merger, (i) HLH’s non-economic general partner interest in HEP, (ii) HLH’s special general partner interest in HEP (the “Special General Partner Interest”), and (iii) the HEP Common Units owned by HF Sinclair and its subsidiaries, including HoldCo, will not be cancelled, will not be converted into the Merger Consideration and will remain outstanding following the Merger as a non-economic general partner interest in HEP, a Special General Partner Interest in HEP and as HEP Common Units, respectively.

The closing of the Merger will take place on the third business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied at the closing but subject to the satisfaction or waiver of those conditions), or at such other place, date and time as HF Sinclair and HEP may agree.

The conflicts committee (the “HF Sinclair Conflicts Committee”) of the board of directors of HF Sinclair (the “HF Sinclair Board”) has unanimously (i) determined that the Merger Agreement and the various transactions contemplated by the Merger Agreement, including the Merger and the HF Sinclair Stock Issuance (the “Transactions”), are advisable and in the best interests of HF Sinclair and the HF Sinclair Stockholders, (ii) approved the Merger Agreement and the Transactions, including the Merger and the HF Sinclair Stock Issuance, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) recommended that the HF Sinclair Board approve the Merger Agreement and the Transactions, including the Merger and the HF Sinclair Stock Issuance, on the terms and subject to the conditions set forth in the Merger Agreement, and (iv) resolved and recommended that the HF Sinclair Board resolve, to (a) direct that the HF Sinclair Stock Issuance be submitted to a vote of the HF Sinclair Stockholders for approval at the HF Sinclair Special Meeting and (b) recommend approval of the HF Sinclair Stock Issuance by the HF Sinclair Stockholders at the HF Sinclair Special Meeting (as defined below).

The HF Sinclair Board (acting, in part, based upon the recommendation of the HF Sinclair Conflicts Committee) has unanimously (i) determined that the Merger Agreement and the Transactions, including the Merger and the HF Sinclair Stock Issuance, are advisable and in the best interests of HF Sinclair and the HF Sinclair Stockholders, (ii) approved the Merger Agreement and the Transactions, including the Merger and the HF Sinclair Stock Issuance, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed that the HF Sinclair Stock Issuance be submitted to a vote of the HF Sinclair Stockholders for approval at the HF Sinclair Special Meeting and (iv) resolved to recommend approval of the HF Sinclair Stock Issuance by the HF Sinclair Stockholders at the HF Sinclair Special Meeting.

The conflicts committee (the “HEP Conflicts Committee”) of the board of directors of the General Partner (the “GP Board”) has unanimously and in good faith (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of HEP, including the HEP Unitholders other than HF Sinclair, HoldCo, HLH, the General Partner and their respective Affiliates, including officers and directors of such entities and their Affiliates (the “HEP Unaffiliated Unitholders”), (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting “Special Approval” for all purposes of the Second Amended and Restated Agreement of Limited Partnership of HEP, dated as of October 31, 2017, as may be further amended, modified or supplemented from time to time, including Section 7.9(a) thereof) on the terms and subject to the conditions set forth in the Merger Agreement, (iii) recommended that the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (iv) resolved and recommended that the GP Board resolve to (a) direct that the Merger Agreement and the Merger be submitted to a vote of the HEP Unitholders for approval and (b) recommend approval of the Merger Agreement and the Merger by the HEP Unitholders at the HEP Special Meeting (as defined below).

The GP Board (acting, in part, based upon the recommendation of the HEP Conflicts Committee) has unanimously and in good faith (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of HEP, including the HEP Unaffiliated Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed that the Merger Agreement and the Merger be submitted to a vote of the HEP Unitholders for approval and (iv) resolved to recommend approval of the Merger Agreement and the Merger by the HEP Unitholders at the HEP Special Meeting.

In connection with the Merger, HF Sinclair will hold a special meeting of its stockholders (as the same may be adjourned or postponed, the “HF Sinclair Special Meeting”), and HEP will hold a special meeting of its unitholders (as the same may be adjourned or postponed, the “HEP Special Meeting”).

At the HF Sinclair Special Meeting, the HF Sinclair Stockholders will be asked to consider and vote on proposals to (i) approve the issuance of shares of HF Sinclair Common Stock to HEP Unitholders pursuant to the Merger Agreement (the “HF Sinclair Stock Issuance Proposal”) and (ii) approve the adjournment of the HF Sinclair Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the HF Sinclair Special Meeting to approve the HF Sinclair Stock Issuance Proposal. The approval by the HF Sinclair Stockholders of the HF Sinclair Stock Issuance Proposal is required by the NYSE rules relating to issuances of securities to certain related parties.

At the HEP Special Meeting, the HEP Unitholders will be asked to consider and vote on proposals to (i) approve the Merger Agreement and the transactions contemplated thereby (the “Merger Proposal”) and (ii) approve the adjournment of the HEP Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the HEP Special Meeting to approve the Merger Proposal. Pursuant to the Merger Agreement, HF Sinclair has agreed that it will vote, or cause to be voted, all HEP Common Units then owned beneficially or of record by HF Sinclair or any of its subsidiaries in favor of the Merger Proposal. HF Sinclair currently holds approximately 47% of the issued and outstanding HEP Common Units through its subsidiaries, along with the non-economic general partner interest and the Special General Partner Interest.

Concurrently with the filing of this Amended Transaction Statement, HF Sinclair is filing with the SEC Amendment No. 1 to its Registration Statement on Form S-4 (Registration No. 333-274655), which includes a joint proxy statement/prospectus of HF Sinclair and HEP (the “Joint Proxy Statement/Prospectus”) in connection with the Merger Agreement and the transactions contemplated thereby. A copy of the Joint Proxy Statement/Prospectus is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached as Annex A to the Joint Proxy Statement/Prospectus. All references in this Amended Transaction Statement to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Exchange Act.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Joint Proxy Statement/Prospectus, including all annexes thereto, is expressly incorporated herein by reference in its entirety and responses to each item herein are qualified in their entirety by the information contained in the Joint Proxy Statement/Prospectus and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Joint Proxy Statement/Prospectus of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Joint Proxy Statement/Prospectus is in preliminary form and is subject to completion. Terms used but not defined in this Amended Transaction Statement have the meanings given to them in the Joint Proxy Statement/Prospectus. As of the date hereof, the Joint Proxy Statement/Prospectus is in preliminary form and is subject to completion or amendment.

All information concerning HEP contained in, or incorporated by reference into, this Amended Transaction Statement was supplied by HEP. Similarly, all information concerning any other filing person contained in, or incorporated by reference into, this Amended Transaction Statement was supplied by such filing person.

ITEM 1.

SUMMARY TERM SHEET

Regulation M-A Item 1001

The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

ITEM 2.

SUBJECT COMPANY INFORMATION

Regulation M-A Item 1002

(a)	Name and Address. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Parties”

“The Parties”

(b)	Securities. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Special Meeting of HEP Unitholders”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Treatment of HEP Equity Awards”

“Comparative Market Prices and Cash Dividend/Distribution Information”

(c)	Trading Market and Price. The information set forth in the Joint Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Comparative Market Prices and Cash Dividend/Distribution Information”

(d)	Dividends. The information set forth in the Joint Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Comparative Market Prices and Cash Dividend/Distribution Information”

(e)	Prior Public Offerings. The information set forth in the Joint Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Prior Public Offerings”

(f)	Prior Stock Purchases. The information set forth in the Joint Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Comparative Market Prices and Cash Dividend/Distribution Information”

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON

Regulation M-A Item 1003

(a) through (b)

Name and Address; Business and Background of Entities. HEP is the issuer of the equity securities that are the subject of the Rule 13e-3 transaction reported hereby.

The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Parties”

“The Parties”

“Where You Can Find More Information”

(c)	Business and Background of Natural Persons. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Business and Background of Natural Persons”

“Where You Can Find More Information”

ITEM 4.

TERMS OF THE TRANSACTION

Regulation M-A Item 1004

(a)	Material Terms. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Overview of Special Factors”

“Special Factors—Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties”

“Special Factors—Position of HF Sinclair, HoldCo and Merger Sub as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Parent Entities for the Merger”

“Special Factors—Primary Benefits and Detriments of the Merger”

“Special Factors—Recommendations of the HF Sinclair Conflicts Committee and the HF Sinclair Board and their Reasons for the Merger”

“Special Factors—Recommendations of the HEP Conflicts Committee and the GP Board and the Reasons for their Recommendations”

“Special Factors—No Appraisal Rights”

“Special Factors—Listing of HF Sinclair Common Stock to be Issued in the Merger; Delisting and Deregistration of HEP Common Units”

“Special Factors—Accounting Treatment of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Treatment of HEP Equity Awards”

“The Merger Agreement”

“Comparison of the Rights of the HF Sinclair Stockholders and the HEP Unitholders”

“Special Meeting of HF Sinclair Stockholders”

“Special Meeting of HEP Unitholders”

“United States Federal Income Tax Consequences”

“Annex A: Merger Agreement”

(c)	Different Terms. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Overview of Special Factors”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Provisions for HEP Unaffiliated Unitholders”

“Special Factors—No Appraisal Rights”

“The Merger Agreement”

“Annex A: Merger Agreement”

(d)	Appraisal Rights. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—No Appraisal Rights”

“Questions and Answers”

“Special Factors—No Appraisal Rights”

(e)	Provisions for Unaffiliated Security Holders. The information set forth in the Joint Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Special Factors—Provisions for HEP Unaffiliated Unitholders”

(f)	Eligibility for Listing or Trading. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—Listing of HF Sinclair Common Stock to be Issued in the Merger; Delisting and Deregistration of HEP Common Units”

“Special Factors—Listing of HF Sinclair Common Stock to be Issued in the Merger; Delisting and Deregistration of HEP Common Units”

“The Merger Agreement—NYSE Listing, Delisting and Deregistration”

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Regulation M-A Item 1005

(a)	Transactions. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Parties”

“Special Factors—Interests of Certain Persons in the Merger”

“Past Contacts, Transactions, Negotiations and Agreements”

“Where You Can Find More Information”

(b) through (c)

Significant Corporate Events; Negotiations or Contacts. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Overview of Special Factors”

“Special Factors—Background of the Merger”

“Special Factors—Position of HF Sinclair, HoldCo and Merger Sub as to the Fairness of the Merger”

“Special Factors—Recommendations of the HF Sinclair Conflicts Committee and the HF Sinclair Board and their Reasons for the Merger”

“Special Factors—Recommendations of the HEP Conflicts Committee and the GP Board and the Reasons for their Recommendations”

“Special Factors—Financing of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“The Merger Agreement”

“Past Contacts, Transactions, Negotiations and Agreements”

“Annex A: Merger Agreement”

(e)	Agreements Involving the Subject Company’s Securities. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Effects of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Treatment of HEP Equity Awards”

“The Merger Agreement”

“Comparative Market Prices and Cash Dividend/Distribution Information”

“Past Contacts, Transactions, Negotiations and Agreements”

“Where You Can Find More Information”

“Annex A: Merger Agreement”

ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Regulation M-A Item 1006

(b)	Use of Securities Acquired. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Overview of Special Factors”

“Special Factors—Effects of the Merger”

“Special Factors—Purpose and Reasons of the Parent Entities for the Merger”

“Special Factors—Primary Benefits and Detriments of the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Listing of HF Sinclair Common Stock to be Issued in the Merger; Delisting and Deregistration of HEP Common Units”

“Special Factors—Interests of Certain Persons in the Merger”

“The Merger Agreement”

“Annex A: Merger Agreement”

(c)(1) through (8)

Plans. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Comparative Market Prices and Cash Dividend/Distribution Information”

“Special Factors—Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Position of HF Sinclair, HoldCo and Merger Sub as to the Fairness of the Merger”

“Special Factors—Primary Benefits and Detriments of the Merger”

“Special Factors—Purpose and Reasons of the Parent Entities for the Merger”

“Special Factors—Recommendations of the HF Sinclair Conflicts Committee and the HF Sinclair Board and their Reasons for the Merger”

“Special Factors—Recommendations of the HEP Conflicts Committee and the GP Board and the Reasons for their Recommendations”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Listing of HF Sinclair Common Stock to be Issued in the Merger; Delisting and Deregistration of HEP Common Units”

“The Merger Agreement”

“Special Meeting of HF Sinclair Stockholders”

“Special Meeting of HEP Unitholders”

“Annex A: Merger Agreement”

ITEM 7.

PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

Regulation M-A Item 1013

(a)	Purposes. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Position of HF Sinclair, HoldCo and Merger Sub as to the Fairness of the Merger”

“Special Factors—Primary Benefits and Detriments of the Merger”

“Special Factors—Purpose and Reasons of the Parent Entities for the Merger”

“Special Factors—Recommendations of the HF Sinclair Conflicts Committee and the HF Sinclair Board and their Reasons for the Merger”

“Special Factors—Recommendations of the HEP Conflicts Committee and the GP Board and the Reasons for their Recommendations”

“Special Factors—Interests of Certain Persons in the Merger”

(b)	Alternatives. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Position of HF Sinclair, HoldCo and Merger Sub as to the Fairness of the Merger”

“Special Factors—Primary Benefits and Detriments of the Merger”

“Special Factors—Purpose and Reasons of the Parent Entities for the Merger”

“Special Factors—Recommendations of the HF Sinclair Conflicts Committee and the HF Sinclair Board and their Reasons for the Merger”

“Special Factors—Recommendations of the HEP Conflicts Committee and the GP Board and the Reasons for their Recommendations”

“Special Factors—Financial Advisor Discussion Materials Provided to HF Sinclair”

“Special Factors—Opinion of the Financial Advisor to the HEP Conflicts Committee”

“Annex B: Opinion of Intrepid Partners, LLC”

(c)	Reasons. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference: