HF Sinclair Corporation and Holly Energy Partners, L.P. announced that they have entered into a definitive merger agreement for HF Sinclair to acquire all of the outstanding common units of HEP not owned by HF Sinclair or its affiliates in exchange for a combination of common stock, par value $0.01 per share, of HF Sinclair and cash.

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 consideration represents an approximate 2% premium to the closing price of HEP’s common units as of August 15, 2023.

HF Sinclair’s Chief Executive Officer and President, Tim Go, commented, “We are pleased to announce this strategic transaction which we believe simplifies our corporate structure, reduces costs and further supports the integration and optimization of our portfolio. We expect the transaction to be accretive to earnings per share and available free cash flow within the first twelve months, further supporting our capital allocation strategy of returning excess cash to shareholders.”

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 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.