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) 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.
Tim Go, HF Sinclair’s Chief Executive Officer and President,commented:
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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.
Highlights:
- Consideration consists of HF Sinclair common stock at a fixed exchange ratio of 0.315, plus $4.00 in cash per each publicly held HEP common unit
- Will simplify corporate structure, reduce costs, and further support the integration and optimization of the HF Sinclair portfolio
- Transaction expected to close in the fourth quarter of 2023
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HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Definitive Merger Agreement, Dallas, August 16, 2023
