INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this Amendment No. 2) amends and supersedes the Rule 13E-3 Transaction Statement on Schedule 13E-3 originally filed on September 22, 2023 (together with the exhibits filed
thereto, the Original Statement), as amended by Amendment No. 1 filed on October 16, 2023 (together with the exhibits filed thereto, Amendment No. 1 and the Original Statement as amended by Amendment No. 1 and this Amendment
No. 2, together with the exhibits filed hereto and thereto, the Amended Transaction Statement), is being filed with the U.S. Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), by: (i) Holly Energy Partners, L.P., a Delaware limited partnership (HEP) and the issuer of the common units representing limited partner interests in HEP (HEP
Common Units, and the holders of HEP Common Units, the HEP Unitholders) that are subject to the Rule 13e-3 transaction; (ii) HF Sinclair Corporation, a Delaware corporation (HF
Sinclair); (iii) Navajo Pipeline Co., L.P., a Delaware limited partnership and an indirect wholly owned subsidiary of HF Sinclair (HoldCo); (iv) Holly Logistic Services, L.L.C., a Delaware limited liability company, the general
partner (the General Partner) of HEP Logistics Holdings, L.P. (HLH); (v) HLH, a Delaware limited partnership and the general partner of HEP; and (vi) Holly Apple Holdings LLC, a wholly owned subsidiary of HoldCo
(Merger Sub). Collectively, the persons filing this Amended Transaction Statement are referred to as the filing persons.
This Amended Transaction Statement relates to the Agreement and Plan of Merger, dated as of August 15, 2023 (as the same may be amended or supplemented
from time to time, the Merger Agreement), by and among HF Sinclair, HEP, HoldCo, the General Partner, HLH and Merger Sub, pursuant to which Merger Sub will merge with and into HEP, with HEP surviving as an indirect, wholly owned
subsidiary of HF Sinclair (the Merger).
Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding HEP
Common Unit other than the HEP Common Units owned by HF Sinclair, HoldCo, HLH, the General Partner and their respective affiliates, will be converted into the right to receive (i) 0.315 (the Exchange Ratio) shares of common stock, par
value $0.01 per share, of HF Sinclair (the HF Sinclair Common Stock and such issuance, the HF Sinclair Stock Issuance) and (ii) $4.00 in cash, without interest (the Cash Consideration and, together with the shares
of HF Sinclair Common Stock to be issued in the Merger, the Merger Consideration). The receipt of Merger Consideration in exchange for HEP Common Units held by the HEP Unitholders other than HF Sinclair and its subsidiaries pursuant to
the Merger will be a taxable transaction to U.S. Holders. See United States Federal Income Tax Consequences in the Joint Proxy Statement/Prospectus (as defined below).
The Merger will become effective upon the filing of a properly executed certificate of merger with the Secretary of State of the State of Delaware or at such
later date and time as may be agreed by HF Sinclair and HEP in writing and set forth in the certificate of merger.
HF Sinclair will not issue any
fractional shares in the Merger. Instead, each holder of HEP Common Units that are converted pursuant to the Merger Agreement who otherwise would have received a fraction of a share of HF Sinclair Common Stock will be entitled to receive, in lieu
thereof, a cash payment (without interest and rounded to the nearest cent) in an amount equal to the product of (i) the aggregated amount of the fractional interest in shares of HF Sinclair Common Stock to which such holder would otherwise be
entitled to receive pursuant to the Merger Agreement and (ii) an amount equal to the average of the volume weighted average price per share of HF Sinclair Common Stock on the New York Stock Exchange (the NYSE) (as reported by
Bloomberg L.P., or, if not reported therein, in another authoritative source mutually selected by HF Sinclair and the General Partner) on each of the ten consecutive trading days ending with the complete trading day immediately prior to the closing
date of the Merger.
Holders of shares of HF Sinclair Common Stock prior to the Merger will continue to own their existing shares of HF Sinclair Common
Stock. In connection with the Merger, (i) HLHs non-economic general partner interest in HEP, (ii) HLHs special general partner interest in HEP (the Special General Partner
Interest), and (iii) the HEP Common Units owned by HF Sinclair and its subsidiaries, including HoldCo, will not be cancelled, will not be converted into the Merger Consideration and will remain outstanding following the Merger as a non-economic general partner interest in HEP, a Special General Partner Interest in HEP and as HEP Common Units, respectively.
The closing of the Merger will take place on the third business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement
(other than conditions that by their nature are to be satisfied at the closing but subject to the satisfaction or waiver of those conditions), or at such other place, date and time as HF Sinclair and HEP may agree.
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