Banking Recap

M&A Transaction Announced

The Sinclair Companies, the privately held parent of Sinclair Oil Corporation, entered into definitive agreements to combine substantially all of Sinclair Oil's refining, renewable diesel, and logistics assets with those of HollyFrontier Corporation and its affiliated midstream master limited partnership, Holly Energy Partners, L.P. As part of the transaction, HollyFrontier was to form a new parent company, HF Sinclair Corporation, which would replace HollyFrontier as the publicly traded entity on the NYSE.

Aug 3, 2021·SEC EDGAR (8-K)·pending regulatory·asset combination (refining and logistics)

The deal is sourced from an 8-K exhibit filed by HollyFrontier Corporation on August 3, 2021 (filing indexed August 4, 2021), announcing the combination agreement between the two companies' refining and logistics businesses.

Tudor, Pickering, Holt & Co., Perella Weinberg Partners' energy-focused affiliate, served as financial advisor to Sinclair, the counterparty contributing assets into the combination, per the release: "Tudor, Pickering, Holt & Co. is serving as financial advisor to Sinclair and Vinson & Elkins LLP is serving as its legal counsel." No financial advisor is named for HollyFrontier in the excerpt reviewed.

Vinson & Elkins LLP served as legal counsel to Sinclair. No legal advisor is identified for HollyFrontier or Holly Energy Partners in the portion of the filing captured.

As consideration, the release states that the Sinclair Companies would receive approximately 60.2 million shares (the exact security type is implied to be HollyFrontier/HF Sinclair common stock based on context, though the sentence was truncated in the captured excerpt) as part of the asset combination. Sinclair Oil's branded marketing business and refineries in Casper and Sinclair, Wyoming were to combine with HollyFrontier, while Sinclair's logistics and storage assets (approximately 1,200 miles of pipelines, two crude oil terminals, and eight light product terminals) were to combine with Holly Energy Partners. The transaction excluded Sinclair Oil & Gas Company's exploration and production assets. The deal was expected to close mid-2022, subject to customary closing conditions including regulatory clearance.

Not disclosed in the reviewed excerpt: the aggregate or implied enterprise value of the combination, the precise security type and par terms of the ~60.2 million shares referenced, and the financial advisor (if any) representing HollyFrontier and Holly Energy Partners in the transaction.