HollyFrontier Corporation (NYSE:HFC) (“HollyFrontier”) and Holly Energy Partners, L.P. (NYSE:HEP) (“Holly Energy”) today announced that they have completed the acquisition of HollyFrontier’s 75% interest in UNEV Pipeline, LLC (“UNEV”) by Holly Energy for $315 million, subject to certain post-closing purchase price adjustments. UNEV is the owner of an approximate 400 mile, 12-inch refined products pipeline currently running from Woods Cross, Utah to Las Vegas, Nevada, related products terminals near Cedar City, Utah and Las Vegas, Nevada and other related assets. The purchase price of $315 million was paid with $260 million in cash and approximately 1.0 million Holly Energy common units valued at $55 million, issued to a subsidiary of HollyFrontier.
In connection with the closing of the transaction, HollyFrontier, the owner of Holly Energy’s general partner, agreed to forego its right to $1.25 million per quarter of incentive distributions from Holly Energy that the general partner would otherwise be entitled to receive over the 12 consecutive quarters following the closing of the transaction and up to an additional 4 quarters in certain circumstances. HollyFrontier also received a profits interest that will be paid beginning the fifth year after the closing based on UNEV’s EBITDA for the fourth year following the closing, by which it would be entitled in certain circumstances to receive 50% of Holly Energy’s portion of UNEV’s EBITDA over $30 million (subject to adjustment in certain circumstances), until the earlier of reaching a cap or 20 years following the closing.
Holly Energy Partners has scheduled a webcast for Thursday July 12, 2012 at 4:00 p.m., Eastern time, to discuss the transaction: This webcast may be accessed at:
About Holly Energy Partners, L.P.:
Holly Energy, headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, tankage and terminal services to the petroleum industry, including HollyFrontier, a subsidiary of which, giving effect to the transaction described above, owns a 44% interest (which includes a 2% general partner interest) in Holly Energy. Holly Energy owns and operates petroleum product and crude pipelines, tankage, terminals and loading facilities located in Texas, New Mexico, Arizona, Oklahoma, Washington, Idaho, Utah, Kansas and Wyoming. In addition, Holly Energy owns a 25% interest in SLC Pipeline LLC, a transporter of crude oil in the Salt Lake City area, and a 75% interest in UNEV Pipeline, LLC, the owner of a Holly Energy operated refined products pipeline running from Utah to Las Vegas, Nevada, and related products terminals.