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HOLLYFRONTIER CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

09/22/2021 | 04:59pm

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on August 3, 2021, HollyFrontier Corporation
("HollyFrontier") announced that it had entered into a Business Combination
Agreement, dated as of August 2, 2021 (the "Business Combination Agreement"), by
and among HollyFrontier, Hippo Parent Corporation ("New Parent"), Hippo Merger
Sub, Inc.
("Parent Merger Sub"), The Sinclair Companies ("Sinclair HoldCo") and
Hippo Holding LLC, a wholly owned subsidiary of Sinclair HoldCo ("Sinclair
NewCo"), to acquire certain refining, marketing and other businesses of Sinclair
Oil Corporation
. Pursuant to the Business Combination Agreement, HollyFrontier
will acquire Sinclair NewCo by effecting (a) a holding company merger in
accordance with Section 251(g) of the Delaware General Corporation Law whereby
HollyFrontier will merge with and into Parent Merger Sub, with HollyFrontier
surviving such merger as a direct wholly owned subsidiary of New Parent (the
"HFC Merger") and (b) immediately following the HFC Merger, a contribution
whereby Sinclair HoldCo will contribute all of the equity interests of Sinclair
NewCo to New Parent in exchange for shares of common stock of New Parent, par
value $0.01 per share ("New Parent Common Stock"), resulting in Sinclair NewCo
becoming a direct wholly owned subsidiary of New Parent (the "Sinclair
Acquisition" and, collectively with the HFC Merger, the "HFC Transactions").
Immediately prior to the HFC Transactions, the transactions contemplated by that
certain Contribution Agreement, dated as of August 2, 2021 (the "Contribution
Agreement"), by and among Sinclair HoldCo, Sinclair Transportation Company
("STC") and Holly Energy Partners, L.P. ("HEP"), pursuant to which HEP will
acquire all of the outstanding shares of STC in exchange for 21 million newly
issued common limited partner units of HEP and cash consideration equal to
$325 million, will occur (the "HEP Transactions" and together with the HFC
Transactions, the "Sinclair Transactions").

On September 22, 2021, HEP filed with the Securities and Exchange Commission
("SEC") a Form 8-K disclosing HollyFrontier and Sinclair HoldCo's receipt of a
request for additional information and documentary material, commonly referred
to as a "second request", from the U.S. Federal Trade Commission ("FTC") in
connection with the FTC's review of the Sinclair Transactions (the "HEP 8-K").
The HEP 8-K is attached as Exhibit 99.1 to, and is incorporated by reference
into, this Current Report on Form 8-K.

Additional Information and Where to Find It

The issuance of 60,230,036 shares of New Parent Common Stock in connection with
the HFC Transactions (the "Sinclair Stock Consideration") will be submitted to
HollyFrontier's stockholders for their consideration. In connection with the
issuance of the Sinclair Stock Consideration, HollyFrontier filed a preliminary
proxy statement with the SEC on September 17, 2021. Additionally, HollyFrontier
will file other relevant materials with the SEC in connection with the issuance
of the Sinclair Stock Consideration, including a definitive proxy statement.
This communication is not intended to be, and is not, a substitute for such
filings or for any other document that HollyFrontier may file with the SEC in
connection with the issuance of the Sinclair Stock Consideration. SECURITY
Security holders can obtain copies of the preliminary proxy statement and any
other documents filed by HollyFrontier with the SEC, and will be able to obtain
copies of the definitive proxy statement and other relevant materials (when they
become available), free of charge at the SEC's website at www.sec.gov. In
addition, security holders will be able to obtain free copies of the definitive
proxy statement from HollyFrontier by submitting a written request either to
Vice President, Investor Relations, HollyFrontier Corporation, 2828 N. Harwood,
Suite 1300, Dallas, TX 75201 or to investors@hollyfrontier.com, by calling
HollyFrontier's Investor Relations department at (214) 954-6510, or by going to
HollyFrontier's corporate website at www.hollyfrontier.com under the tab
"Investor Relations" and under the heading "Financial Information" and
subheading "SEC Filings."

Participants in Solicitation

HollyFrontier and its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of proxies from
HollyFrontier stockholders in connection with the issuance of the Sinclair Stock
Consideration. Information about HollyFrontier's directors and executive
officers is available in HollyFrontier's definitive proxy statement for its 2021
annual meeting of stockholders filed with the SEC on March 25, 2021. Other
information regarding persons who may be deemed participants in the proxy
solicitation, including their direct or indirect interests by security holdings
or otherwise, is set forth in the preliminary proxy statement HollyFrontier
filed with the SEC on September 17, 2021 and may be updated or supplemented in
the definitive proxy statement and other relevant materials to be filed with the
SEC in connection with the issuance of the Sinclair Stock Consideration when
they become available. These documents can be obtained free of charge from the
sources indicated above.


Cautionary Statement Regarding Forward-Looking Statements

This communication may contain or incorporate by reference statements or
information that are, include or are based on forward-looking statements within
the meaning of the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements give expectations, intentions,
beliefs or forecasts of future events or otherwise for the future, and can be
identified by the fact that they relate to future actions, performance or
results rather than relating strictly to historical or current facts. Words such
as "anticipate(s)," "project(s)," "expect(s)," "plan(s)," "goal(s),"
"forecast(s)," "strategy," "intend(s)," "should," "would," "could," "believe,"
"may," and variations of such words and other words and expressions of similar
meaning are intended to identify such forward-looking statements. However, the
absence of such words or other words and expressions of similar meaning does not
mean that a statement is not forward-looking.

These forward-looking statements include, but are not limited to, statements
regarding the Sinclair Transactions. Forward-looking statements are inherently
uncertain and necessarily involve risks that may affect the business prospects
and performance of HollyFrontier and/or HEP, and they are not guarantees of
future performance. These forward-looking statements are based on assumptions
using currently available information and expectations as of the date thereof
that HollyFrontier management believes are reasonable, but that involve certain
risks and uncertainties and may prove inaccurate. Therefore, actual outcomes and
results could materially differ from what is expressed, implied or forecasted in
these statements. Any differences could be caused by a number of factors
including, but not limited to (i) HollyFrontier's and HEP's failure to
successfully close the Sinclair Transactions or, once closed, integrate the
operations of Sinclair with their existing operations and fully realize the
expected synergies of the Sinclair Transactions or on the expected timeline,
(ii) the satisfaction or waiver of the conditions precedent to the proposed
Sinclair Transactions, including, without limitation, the receipt of the
HollyFrontier stockholder approval for the issuance of New Parent Common Stock
at closing and regulatory approvals (including clearance by antitrust
authorities necessary to complete the Sinclair Transactions) on the terms and
timeline desired, (iii) risks relating to the value of the shares of New Parent
Common Stock and the value of HEP's common units to be issued at the closing of
the Sinclair Transactions from sales in anticipation of closing and by the
Sinclair holders following the closing, (iv) legal proceedings that may be
instituted against HollyFrontier or HEP following the announcement of the
proposed Sinclair Transactions, (v) HollyFrontier's failure to successfully
close its pending acquisition of the refinery and related assets, including the
on-site cogeneration facility and related logistics assets, located in
Anacortes, Washington (the "Puget Sound Refinery") from Equilon Enterprises LLC
d/b/a Shell Oil Products US or, once closed, integrate the operations of the
Puget Sound Refinery with its existing operations and fully realize the expected
synergies of the Puget Sound Refinery acquisition or on the expected timeline,
(vi) disruption the Sinclair Transactions may cause to customers, vendors,
business partners and HollyFrontier's, HEP's and Sinclair HoldCo's ongoing
business, (vii) the extraordinary market environment and effects of the COVID-19
pandemic, including a significant decline in demand for refined petroleum
products in the markets we serve, risks and uncertainties with respect to the
actions of actual or potential competitive suppliers and transporters of refined
petroleum or lubricant and specialty products in HollyFrontier's and HEP's
markets, the spread between market prices for refined products and market prices
for crude oil, the possibility of constraints on the transportation of refined
products or lubricant and specialty products, the possibility of inefficiencies,
curtailments or shutdowns in refinery operations or pipelines, whether due to
infection in the work force or in response to reductions in demand, effects of
current and future governmental and environmental regulations and policies,
including the effects of current and future restrictions on various commercial
and economic activities in response to the COVID-19 pandemic, and (viii) other
factors, including those listed in the most recent annual, quarterly and
periodic reports of HollyFrontier and HEP filed with the SEC, whether or not
related to either proposed transaction. All forward-looking statements included
in this report are expressly qualified in their entirety by the foregoing
cautionary statements. The forward-looking statements speak only as of the date
made and, other than as required by law, HollyFrontier assumes no, and expressly
disclaims any, duty or obligation to update or correct any forward-looking
statement as a result of events, changes, effects, states of facts, conditions,
circumstances, occurrences or developments subsequent to the date of this
communication or otherwise. Readers are advised, however, to consult any further
disclosures HollyFrontier makes in its filings with the SEC.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Form 8-K filed by Holly Energy Partners, L.P. (incorporated by reference
to Holly Energy Partners, L.P.'s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 22, 2021)

104 Cover Page Interactive Data File (embedded within the Inline XBRL


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