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March 12, 2012 /PRNewswire/ -- Holly Energy Partners, L.P. (NYSE: HEP) (the "Partnership") announced today that it and its wholly-owned subsidiary, Holly Energy Finance Corp. (together, with the Partnership, "Holly Energy") have received the requisite consents in connection with its previously announced cash tender offer (the "Tender Offer") for any and all of Holly Energy's 6.25% Senior Notes due 2015 (the "Old Notes") and the related consent solicitation (the "Consent Solicitation").
As of midnight,
New York City time, on
March 9, 2012 (the "Consent Payment Deadline"),
$157,761,000 million aggregate principal amount of the outstanding Old Notes (representing approximately 85.28% of the then-outstanding principal amount of the Old Notes) had been tendered. Holly Energy has exercised its option to accept for payment and settle the Tender Offer with respect to Old Notes that were validly tendered at or prior to the Consent Payment Deadline (the "Early Settlement"). Such Early Settlement is expected to occur today concurrently with the closing of Holly Energy's previously announced offering of
$300.0 million in aggregate principal amount of their 6.50% Senior Notes due 2020.
As part of the Tender Offer, Holly Energy solicited consents from the holders of the Old Notes for certain proposed amendments that would eliminate or modify covenants and events of default and other provisions contained in the indenture governing the Old Notes (the "Proposed Amendments"). Adoption of the Proposed Amendments required consents from holders of at least a majority in aggregate principal amount outstanding of the Old Notes. Holly Energy announced today that it has received the requisite consents in the Consent Solicitation to execute a supplemental indenture to effect the Proposed Amendments pursuant to its Offer to Purchase and Consent Solicitation Statement, dated
February 27, 2012 (the "Offer to Purchase").
As a result of receiving the requisite consents, Holly Energy entered into a supplemental indenture, dated as of
March 12, 2012, to the indenture governing the Old Notes to effect the Proposed Amendments. The supplemental indenture became effective upon the Early Settlement of the Tender Offer.
The Tender Offer will expire at midnight,
New York City time, on
March 23, 2012, unless the Tender Offer is extended or earlier terminated (the "Expiration Date"). Under the terms of the Tender Offer, holders of Old Notes who validly tender their Old Notes after the Consent Payment Deadline but on or before the Expiration Date, and whose notes are accepted for purchase, will receive tender offer consideration of
$1,000.00 in principal amount of Old Notes validly tendered plus accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the final settlement date, which is expected to occur on
March 26, 2012. Other than in the limited circumstances set forth in the Offer to Purchase, tenders of Old Notes may not be withdrawn and consents may not be revoked following the Consent Payment Deadline.
Holly Energy today also delivered notice that it had called for redemption all of the Old Notes that remain outstanding following consummation of the Tender Offer at a price equal to 101.042% of their face amount, plus accrued and unpaid interest to, but not including, the date of redemption. Redemption of the remaining Old Notes is expected to occur on
April 12, 2012.
Requests for documents relating to the Tender Offer and Consent Solicitation may be directed to Global Bondholder Services Corp., the Information Agent, at (866)-540-1500 or (212) 430-3774 (banks and brokers). Citigroup Global Markets Inc. is acting as Dealer Manager and Solicitation Agent for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect).