HollyFrontier Corp. (Dallas, Tex.) and Holly Energy Partners, L.P. announced that they have entered into definitive agreements under which HollyFrontier and HEP will acquire Sinclair Oil Corp. and Sinclair Transportation Company from The Sinclair Companies.
Under the terms of HollyFrontier’s definitive agreement, HollyFrontier will acquire Sinclair’s:
- Branded marketing business and all commercial activities, which build on an iconic brand with exceptional customer loyalty;
- Renewable diesel business, which made Sinclair a first-mover in the space; and
- Two premier Rocky Mountain-based refineries.
As part of the transaction, HollyFrontier will form a new parent company, named HF Sinclair Corp., which will replace HollyFrontier as the public company trading on the NYSE. At the closing, existing shares of HollyFrontier will automatically convert on a one-for-one basis into shares of common stock of HF Sinclair, and HF Sinclair will issue approximately 60.2 million shares of common stock to Sinclair, representing 26.75% of the pro forma equity of HF Sinclair with a transaction value of approximately $1.8 billion based on HollyFrontier’s fully diluted shares of common stock outstanding and closing stock price on July 30, 2021. HollyFrontier expects to seek the approval of its stockholders under applicable rules of the New York Stock Exchange for the issuance of the HF Sinclair shares to Sinclair.
The transaction will transform HollyFrontier by accelerating its growth while increasing scale and diversification; it also allows HollyFrontier to integrate downstream into branded wholesale distribution. HF Sinclair will drive incremental free cash flow growth through its expanded refining business, integrated distribution network, leading renewable diesel position and growing lubricants and specialties business. The transaction is expected to be accretive to HF Sinclair’s earnings, cash flow and free cash flow within the first full year, and to enable the combined company to increase its commitment to return cash to stockholders.
Upon closing of the transaction, HollyFrontier’s existing senior management team will operate the combined company. Under the definitive agreements, Sinclair will be granted the right to nominate two directors to the HF Sinclair Board of Directors at the closing. The Sinclair stockholders have also agreed to certain customary lock up, voting and standstill restrictions, as well as customary registration rights, for the HF Sinclair shares to be issued to the stockholders of Sinclair. The new company will be headquartered in Dallas, Texas, with combined business offices in Salt Lake City, Utah.