Item 1.01 Entry into a Material Definitive Agreement.
On
The purchase price for the Acquisition is subject to customary adjustments at closing for the Refinery's hydrocarbon inventory, as provided in the Purchase Agreement. The Acquisition is expected to close in the fourth quarter of 2021, subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR") and other customary conditions. The Purchase Agreement provides for customary representations, warranties and covenants, and provides for the payment of fees by the Purchaser or by the Seller upon the termination of the Purchase Agreement under certain circumstances.
The disclosure contained in this Item 1.01 does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated by reference into this Item 1.01.
The Purchase Agreement has been attached as an exhibit to this report to provide
investors and security holders with information regarding its terms. It is not
intended to provide any other factual information about the parties thereto or
to modify or supplement any factual disclosures about
Item 7.01 Regulation FD Disclosure.
On
In addition, in connection with the Acquisition, the HollyFrontier Board of Directors approved a one-year suspension of the regular quarterly dividend effective with the dividend to be declared for the first quarter of 2021 and expects to resume the dividend after such time.
The information provided in this Item 7.01 (including Exhibit 99.1 and
Exhibit 99.2) shall not deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference in any filing made by
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Sale and Purchase Agreement, dated as ofMay 4, 2021 , by and betweenEquilon Enterprises LLC d/b/aShell Oil Products US andHollyFrontier Puget Sound Refining LLC .* 99.1 Press release ofHollyFrontier issuedMay 4, 2021 . 99.2 HollyFrontier Presentation to Investors regardingPuget Sound Refinery Acquisition. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant agrees to furnish supplementally a copy of the
omitted schedules and exhibits to the
Forward-Looking Statements.
The statements contained herein relating to matters that are not historical
facts are "forward-looking statements" within the meaning of the federal
securities laws. These statements are based on
•HollyFrontier's failure to successfully close the transactions with the Seller, or, once closed, integrate the operation of the Refinery with its existing operations; • the extraordinary market environment and effects of the COVID-19 pandemic, including a significant decline in demand for refined petroleum products in marketsHollyFrontier serves; • risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products inHollyFrontier's markets; • the spread between market prices for refined products and market prices for crude oil; • the possibility of constraints on the transportation of refined products or lubricant and specialty products; • the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand; • the effects of current and future governmental and environmental regulations and policies, including the effects of current and future restrictions on various commercial and economic activities in response to the COVID-19 pandemic; • the availability and cost of financing toHollyFrontier ; • the effectiveness ofHollyFrontier's capital investments and marketing strategies; •HollyFrontier's efficiency in carrying out and consummating construction projects, includingHollyFrontier's ability to complete announced capital projects, such as the conversion of theCheyenne Refinery to a renewable diesel facility and the construction of the Artesia renewable diesel unit and pretreatment unit, on time and within budget;
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•HollyFrontier's ability to timely obtain or maintain permits, including those necessary for operations or capital projects; • the ability ofHollyFrontier to acquire refined or lubricant product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations; • the possibility of terrorist or cyberattacks and the consequences of any such attacks; • general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery inthe United States ; • continued deterioration in gross margins or a prolonged economic slowdown due to COVID-19 could result in an impairment of goodwill and / or additional long-lived asset impairments; and • other financial, operational and legal risks and uncertainties detailed from time to time inHollyFrontier's Securities and Exchange Commission filings.
The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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