HF Sinclair and Holly Energy announce final exchange results

Chicago, Nov. 29 – HF Sinclair Corp. announced the final participation results of the exchange offer for notes issued by Holly Energy Partners, LP and Holly Energy Finance Corp. for notes issued by itself and cash.

Previously reported, the new HF Sinclair notes will have the same interest rate, payment dates, maturity dates and redemption terms at the existing notes, according to a news release. Concurrent consent solicitations relating to the notes were also being held.

At the final deadline, noteholders tendered $898,754,000 total principal amount of notes for exchange, or 99.86%, of the notes.

Separated out, noteholders tendered the following amounts:

• $399,875,000, or 99.97%, of the $400 million of outstanding 6 3/8% senior notes due April 15, 2027 (Cusips: 435765AJ1, U4377TAG5); and

• $498,879,000, or 99.78%, of the $500 million of outstanding 5% senior notes due Feb. 1, 2028 (Cusips: 435765AH5, U4377TAF7).

For each series, the company was offering an early participation consideration – per $1,000 of existing notes – of $1,000 of new notes plus $1 in cash. The early participation consideration was set up to be paid only to holders who tendered their notes for exchange by the early deadline of 5 p.m. ET on Nov. 13.

The early consideration includes a premium of $50 principal amount of new notes that would not be paid to holders who tendered after the early deadline.

However, the offer was earlier amended to pay the full consideration to the end of the offer.

The exchange offer expired at 5 p.m. ET on Nov. 29.

Concurrently with the exchange offers, HF Sinclair was soliciting consents from eligible holders to adopt some proposed amendments to the indentures governing the existing notes to, among other things, eliminate from each indenture substantially all of the restrictive covenants; certain of the events that may lead to an event of default; the U.S. Securities and Exchange Commission reporting covenant; and the requirement of Holly to offer to purchase the existing notes upon a change of control.

Consents were needed from a majority of holders of the notes.

Because the requisite consents were received, on Nov. 10 the issuers entered into supplemental indentures implementing the proposed amendments.

The amendments were effective upon execution but will become operative upon the settlement date.

Settlement is expected for Dec. 4.

The withdrawal deadline ended with the early deadline.

The offer and consent solicitation are conditioned on the completion of the proposed merger. On Nov. 28, stockholders of Sinclair and unitholders of Holly Energy had a special meeting to vote on matters related to the proposed merger. All of the proposals were approved. The merger is on track to close on Dec. 1.

D.F. King & Co., Inc. (800 992-3086, 212 269-5550 or hfc@dfking.com) is the information and exchange agent for the exchange offers and consent solicitations.

The dealer managers for the exchange offers and consent solicitations are BofA Securities (888 292-0070 or debt_advisory@bofa.com) and Wells Fargo Securities (866 309-6316 or liabilitymanagement@wellsfargo.com).

Dallas-based HF Sinclair is an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products. It owns a 47% limited partner interest and a non-economic general partner interest in Holly Energy.

Holly Energy Partners provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HF Sinclair subsidiaries.

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