HF Sinclair Corporation (NYSE:DINO) made a non-binding proposal letter to acquire remaining 52.8% stake in Holly Energy Partners, L.P. (NYSE:HEP) for $1.04 billion on May 4, 2023. HF Sinclair Corporation (NYSE:DINO) entered into a definitive merger agreement to acquire remaining 52.8% stake in Holly Energy Partners, L.P. (NYSE:HEP) for approximately $1.4 billion on August 16, 2023. Under the proposal, HF Sinclair proposes to effect the transaction at a fixed exchange ratio of 0.3714 newly issued shares of Common Stock per each publicly held Common Unit. Under the definitive merger agreement, 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. 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 HF Sinclair Transaction is subject to the negotiation and execution of a definitive agreement and conditions customary for a transaction of this type. 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 Alan Bogdanow, Katherine Frank, Shane Tucker, Bailey Pham, Jim Meyer, Hill Wellford, Matt Dobbins, Damien Lyster, Sarah Mitchell, Ryan Carney and Ramey Layne of 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 Hillary H. Holmes, Cynthia M. Mabry of Gibson, Dunn & Crutcher LLP and Morris, Nichols, Arsht & Tunnell LLP are acting as the Conflicts Committee?s legal advisors. Sean Skiffington and Olivier Souleres of Shearman & Sterling has acted as legal advisor to Barclays Capital financial advisor to HF Sinclair Corporation.