Filed by HF Sinclair Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Holly Energy Partners, L.P.
Commission File No: 001-32225
This filing relates to the proposed business combination transaction between HF Sinclair Corporation (“HF Sinclair” or the “Company”) and Holly Energy Partners, L.P. (“HEP” and such proposed business combination transaction, the “Proposed HEP Transaction”).
On May 4, 2023, HF Sinclair provided the following communication relating to the Proposed HEP Transaction to its employees.
Today we announced that HF Sinclair Corporation issued a non-binding proposal letter to Holly Energy Partners (HEP) to acquire all of the outstanding common units of HEP not already owned by HF Sinclair or our affiliates, in exchange for shares of HF Sinclair common stock. The proposed transaction is subject to the negotiation and execution of a definitive agreement. If this transaction closes, HEP will become a wholly-owned subsidiary of HF Sinclair.
We believe that the proposed transaction would simplify HEP’s corporate structure, reduce costs associated with being a separate publicly traded company, and further support the integration and optimization of our business. HEP, its employees and assets are strategic to HF Sinclair; and the two companies have a long history of working together to safely serve our customers with affordable liquid fuels.
A special committee of the HEP Board will review and negotiate the terms of the proposal in an effort to reach a definitive agreement with HF Sinclair. In the interim, it is business as usual for both HF Sinclair and HEP.
Cautionary Statement Regarding Forward-Looking Statements
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this communication 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 our filings with 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 our plans and objectives for future operations or the Proposed HEP Transaction. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove 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 negotiation and execution, and the terms and conditions, of a definitive agreement relating to the Proposed HEP Transaction and the ability of the Company or HEP to enter into or consummate such agreement; the risk that the Proposed HEP Transaction does not occur; negative effects from the pendency of the Proposed HEP Transaction; failure to obtain the required approvals for the Proposed HEP Transaction; the time required to consummate the Proposed HEP Transaction; the focus of management time and attention on the Proposed HEP Transaction and other disruptions arising from the Proposed HEP Transaction; limitations on our ability to effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; the Company’s and HEP’s ability to successfully integrate the Sinclair Oil Corporation (now known as Sinclair Oil LLC) and Sinclair