HF Sinclair Corp & Holly Energy Partners, L.P. - Private Exchange Offer and Consent - Final Results

HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Expiration and Final Results of Exchange Offers and Consent Solicitations for Outstanding Notes of the HEP Issuers

29 NOVEMBER 2023

Full announcement including disclaimers and offer restrictions available via SEC

"DALLAS, November 29, 2023—(BUSINESS WIRE)—HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (NYSE: HEP) (“HEP”) today announced the expiration and final results of the previously announced (i) private offers to exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding (a) 6.375% Senior Notes due 2027 (the “2027 Notes”) and (b) 5.000% Senior Notes due 2028 (the “2028 Notes” and, together with the 2027 Notes, the “HEP Notes”) previously issued by HEP and Holly Energy Finance Corp. (“Finance Corp.” and, together with HEP, the “HEP Issuers”) for new notes to be issued by HF Sinclair (the “New Notes”), with registration rights, and cash, and (ii) consent solicitations (collectively, the “Consent Solicitations”) to adopt the Proposed Amendments (as defined below) to the indentures governing the HEP Notes (each an “HEP Indenture” and, collectively, the “HEP Indentures”), commenced by HF Sinclair on October 30, 2023. The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on November 29, 2023 (the “Expiration Date”). The below table reflects the aggregate principal amounts of each respective series of HEP Notes that had been validly tendered and not validly withdrawn as of the Expiration Date:

For each $1,000 principal amount of HEP Notes validly tendered and not validly withdrawn prior to the Expiration Date, Eligible Holders (as defined below) of HEP Notes were eligible to receive $1,000 principal amount of such series of New Notes, plus a payment of $1.00 in cash."

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HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Results of Early Participation in Exchange Offers and Consent Solicitations for Outstanding Notes of the HEP Issuers and Extension of the Early Participation Exchange Consideration

13 NOVEMBER 2023

Full announcement including disclaimers and offer restrictions available via Businesswire: Source: Hf Sinclair Corporation

"DALLAS--(BUSINESS WIRE)--HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (NYSE: HEP) (“HEP”) today announced that as of 5:00 p.m., New York City time, on November 13, 2023 (the “Early Participation Date”), that $880,229,000 in aggregate principal amount of outstanding HEP Notes (as defined below) previously issued by HEP and Holly Energy Finance Corp. (“Finance Corp.” and, together with HEP, the “HEP Issuers”), representing approximately 97.80% of the total outstanding principal amount of the HEP Notes, have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly withdrawn) in connection with its previously announced private exchange offers (each an “Exchange Offer” and, collectively, the “Exchange Offers”) and related consent solicitations (collectively, the “Consent Solicitations”) and that the following Early Participation Exchange Consideration (as defined below) in respect of each $1,000 principal amount of such HEP Notes if accepted for purchase is to be paid:

As of 11:00 a.m., New York City time, on November 10, 2023, HF Sinclair, on behalf of the HEP Issuers, had received valid consents from at least a majority of the outstanding aggregate principal amount of the 6.375% Senior Notes due 2027 (the “2027 Notes”) and the 5.000% Senior Notes due 2028 (the “2028 Notes” and, together with the 2027 Notes, the “HEP Notes”), which amounts were sufficient to constitute the requisite consents to approve the Proposed Amendments (as defined below) to amend the indentures governing the HEP Notes (the “HEP Indentures” and each an “HEP Indenture”). On November 10, 2023, the HEP Issuers entered into supplemental indentures implementing certain proposed amendments to, among other things, eliminate from each HEP Indenture, as it relates to each series of HEP Notes (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default”, (iii) the U.S. Securities and Exchange Commission (the “SEC”) reporting covenant and (iv) the requirement of HEP to offer to purchase the HEP Notes upon a change of control (collectively, the “Proposed Amendments”). The supplemental indentures implementing the Proposed Amendments were effective upon execution but will only become operative upon the Settlement Date (as defined below) of the applicable Exchange Offer. Eligible Holders (as defined below) may no longer withdraw tendered HEP Notes or revoke consents, except as required by applicable law.

HF Sinclair has also announced that the previous deadline for holders to tender their HEP Notes and be eligible to receive $1,000 principal amount of such series of new notes to be issued by HF Sinclair (the “New Notes”), which includes an early participation premium, payable in principal amount of New Notes, of $50, plus a payment of $1.00 in cash (together, the “Early Participation Exchange Consideration”) has been extended to the Expiration Date. Currently, this is the same time and date as the Expiration Date (as defined below) for the Exchange Offers and Consent Solicitations. As a result, the consideration to be paid for HEP Notes validly tendered (i) at or prior to the Early Participation Date and (ii) following the Early Participation Date, but at or prior to the Expiration Date, will be the same."

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HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Commencement of Private Exchange Offers and Consent Solicitations by HF Sinclair Corporation for Outstanding Notes of Holly Energy Partners, L.P. and Holly Energy Finance Corp.

30 OCTOBER 2023

Full announcement including disclaimers and offer restrictions available via Businesswire: Source: Hf Sinclair Corporation

"DALLAS--(BUSINESS WIRE)--HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (NYSE: HEP) (“HEP”) today announced the commencement of private offers by HF Sinclair to all Eligible Holders (as defined herein) to exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) notes previously issued by HEP and Holly Energy Finance Corp. (“Finance Corp.” and together with HEP, the “HEP Issuers”) listed in the table below (the “HEP Notes”), pursuant to the terms and subject to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement, dated as of October 30, 2023 (the “Exchange Offer Memorandum”). The interest rate, interest payment dates, maturity date and redemption terms of each series of new notes to be issued by HF Sinclair in the Exchange Offers (the “New Notes”) will be substantially identical as those of the corresponding series of HEP Notes to be exchanged.

The following table sets forth the Early Participation Exchange Consideration and the Expiration Date Exchange Consideration offered for each series of the HEP Notes:"

"Concurrently with the Exchange Offers, HF Sinclair, on behalf of the HEP Issuers, is soliciting the consents (collectively, the “Consent Solicitations”) from the Eligible Holders to adopt certain proposed amendments to the indentures governing the HEP Notes (the “HEP Indentures” and each an “HEP Indenture”) to, among other things, eliminate from each HEP Indenture, as it relates to each series of HEP Notes (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default”, (iii) the U.S. Securities and Exchange Commission (“SEC”) reporting covenant and (iv) the requirement of HEP to offer to purchase the HEP Notes upon a change of control (collectively, the “Proposed Amendments”). The Proposed Amendments will become effective with respect to a particular HEP Indenture to the extent (i) participation in the Exchange Offer by the relevant series of HEP Notes exceeds 50% of the outstanding principal amount of such series and (ii) all tendered HEP Notes of such series are accepted for exchange in the related Exchange Offer. Eligible Holders of HEP Notes that tender such HEP Notes will be deemed to have given consent to the Proposed Amendments (in respect of the applicable series of HEP Notes tendered). Eligible Holders will not be permitted to tender their HEP Notes without delivering consents or to deliver consents without tendering their HEP Notes. Tenders of HEP Notes may not be withdrawn after the earlier of (i) the Early Participation Date, and (ii) the date on which the applicable supplemental indenture to the corresponding HEP Indenture implementing the applicable Proposed Amendments is executed, unless extended (such date and time, as the same may be extended, the “Withdrawal Deadline”), except in the limited circumstances where additional withdrawal rights are required by law. A valid withdrawal of tendered HEP Notes will also constitute the revocation of the related consent with respect to the applicable HEP Indenture. As used herein, a “valid withdrawal” means valid withdrawal prior to the Withdrawal Deadline."

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