Item 8.01 Other Events.
As previously disclosed, on August 3, 2021, HollyFrontier Corporation
("HollyFrontier") announced that it had entered into a Business Combination
Agreement, dated as of August 2, 2021 (the "Business Combination Agreement"), by
and among HollyFrontier, Hippo Parent Corporation, a wholly owned subsidiary of
HollyFrontier ("New Parent"), Hippo Merger Sub, Inc., a wholly owned subsidiary
of New Parent ("Parent Merger Sub"), The Sinclair Companies ("Sinclair HoldCo")
and Hippo Holding LLC, a wholly owned subsidiary of Sinclair HoldCo ("Sinclair
NewCo"), to acquire certain refining, marketing and other businesses of Sinclair
Oil Corporation. Pursuant to the Business Combination Agreement, HollyFrontier
will acquire Sinclair NewCo by effecting (a) a holding company merger in
accordance with Section 251(g) of the Delaware General Corporation Law whereby
HollyFrontier will merge with and into Parent Merger Sub, with HollyFrontier
surviving such merger as a direct wholly owned subsidiary of New Parent (the
"HFC Merger") and (b) immediately following the HFC Merger, a contribution
whereby Sinclair HoldCo will contribute all of the equity interests of Sinclair
NewCo to New Parent in exchange for shares of common stock of New Parent, par
value $0.01 per share ("New Parent Common Stock"), resulting in Sinclair NewCo
becoming a direct wholly owned subsidiary of New Parent (together with the HFC
Merger, the "HFC Transactions"). Immediately prior to the HFC Transactions, HEP
will effect the transactions contemplated by that certain Contribution
Agreement, dated as of August 2, 2021, by and among Sinclair HoldCo, Sinclair
Transportation Company ("STC") and Holly Energy Partners, L.P. ("HEP"), pursuant
to which HEP will acquire all of the outstanding shares of STC in exchange for
21 million newly issued common limited partner units of HEP and cash
consideration equal to $325 million (together with the HFC Transactions, the
"Sinclair Transactions").
HollyFrontier filed with the Securities and Exchange Commission (the "SEC") a
preliminary proxy statement on September 17, 2021 (the "preliminary proxy
statement") and a definitive proxy statement on October 29, 2021 (the
"definitive proxy statement") in connection with the Sinclair Transactions. The
definitive proxy statement was mailed to the stockholders of HollyFrontier on or
about October 29, 2021.
Litigation Related to the Sinclair Transactions
As previously disclosed, two lawsuits were filed related to the Sinclair
Transactions, one in state court and the other in federal court: Robert Garfield
v. HollyFrontier Corporation, et al., No. 2021-66396, an individual action filed
in Harris County District Court in Houston, Texas in which the plaintiff
generally alleges Delaware state law claims that members of the HollyFrontier
board of directors (the "Board") breached fiduciary duties and failed to make
complete disclosures in the preliminary proxy statement; and Gerald Lovoi v.
HollyFrontier Corporation, et al., Case No. 1:21-cv-08805, an individual action
filed in the United States District Court for the Southern District of New York
in which the plaintiff generally alleges that HollyFrontier and members of the
Board violated federal securities laws, Sections 14(a) and 20(a) of the
Securities Exchange Act of 1934 and the related rules and regulations
thereunder, by omitting material disclosures from the preliminary proxy
statement.
Following the filing of the definitive proxy statement on October 29, 2021, six
additional lawsuits were filed in federal court, in which the plaintiff asserted
claims generally similar to those asserted in the prior federal case: Jared
Abrams v. HollyFrontier Corporation, et al., Case No. 1:21-cv-09309, an
individual action filed in the United States District Court for the Southern
District of New York; Christopher Quayle v. HollyFrontier Corp., et al., Case
No. 1:21-cv-03079, an individual action filed in the United States District
Court for the District of Colorado; Shannon Jenkins v. HollyFrontier Corp., et
al., Case No. 1:21-cv-09497, an individual action filed in the United States
District Court for the Southern District of New York; William Bancroft v.
HollyFrontier Corp., et al., Case No. 1:21-cv-09878, an individual action filed
in the United States District Court for the Southern District of New York;
Stanley Jacobs v. HollyFrontier Corp., et al., Case No. 1:21-cv-01668, an
individual action filed in the United States District Court for the District of
Delaware; and Timothy Dolan v. HollyFrontier Corp., et al., Case No.
1:21-cv-01670, an individual action filed in the United States District Court
for the District of Delaware.
In addition, the Board received two demands from stockholders for additional
disclosures similar to those demanded in the federal lawsuits.
Additional lawsuits or demands may be received. There will be no further
disclosures of additional complaints or demands received or filed unless they
materially differ from those already disclosed.
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The defendants believe that the lawsuits and the demand described above are
without merit, and that no further disclosure is required under applicable law.
HollyFrontier is making the supplemental disclosures to avoid the risk that the
lawsuits may delay or otherwise adversely affect the consummation of the
proposed Sinclair Transactions and to minimize the expense of defending such
action. Nothing in this Current Report on Form 8-K shall be deemed an admission
of the legal necessity or materiality under applicable laws of any of the
supplemental disclosures set forth herein.
The supplemental disclosures contained below should be read in conjunction with
the definitive proxy statement, which is available on the Internet site
maintained by the SEC at http://www.sec.gov, along with periodic reports and
other information HollyFrontier files with the SEC. To the extent that the
information set forth herein differs from or updates information contained in
the definitive proxy statement, the information set forth herein shall supersede
or supplement the information in the definitive proxy statement. All page
references are to pages in the definitive proxy statement, and terms used below,
unless otherwise defined, have the meanings set forth in the definitive proxy
statement.
SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT
The following disclosure replaces the last full paragraph on page 3 of the
definitive proxy statement, under the caption "Questions and Answers about the
Special Meeting and Voting - Is Holly Energy Partners a party to the BCA?":
No. However, on August 2, 2021, Holly Energy Partners, L.P., a Delaware limited
partnership ("HEP"), Sinclair HoldCo, and Sinclair Transportation Company, a
Wyoming corporation and wholly owned subsidiary of Sinclair HoldCo ("Sinclair
Transportation"), entered into a Contribution Agreement (the "Contribution
Agreement") pursuant to which HEP will acquire all of the outstanding shares of
Sinclair Transportation in exchange for 21,000,000 newly issued common units of
HEP (the "Sinclair Transportation Unit Consideration") and cash consideration
(the "Sinclair Transportation Cash Consideration") of $325 million (the "HEP
Transactions," and together with the HFC Transactions, the "Sinclair
Transactions"). The Sinclair Transportation Unit Consideration is subject to
reduction if, as a condition to obtaining antitrust clearance for the Sinclair
Transactions, HEP agrees to divest a portion of its equity interest in UNEV
Pipeline, LLC and the sales price for such interests does not exceed the
threshold provided in the Contribution Agreement. The Sinclair Transportation
Cash Consideration is subject to customary adjustments at closing for working
capital of Sinclair Transportation. It is a condition to the closing of the HFC
Transactions that the HEP Transactions close immediately prior to the closing of
the HFC Transactions. HollyFrontier owns the ultimate general partner of HEP,
Holly Logistic Services, L.L.C. ("HLS") and, collectively with its subsidiaries,
also owns 57% of HEP's outstanding common units. As previously disclosed by each
of HollyFrontier and HEP, HollyFrontier, HEP and certain of their respective
subsidiaries are parties to the Twenty-First Amended and Restated Omnibus
Agreement, effective as of January 1, 2021 (the "Omnibus Agreement"), pursuant
to which, among other things, HollyFrontier has agreed that, so long as
HollyFrontier owns a controlling interest in HLS, HollyFrontier shall not,
without the prior consent of HEP, operate or acquire crude oil pipelines or
terminals, refined product pipelines or terminals, intermediate pipelines or
terminals, truck racks or crude oil gathering systems in the continental United
States.
The following disclosure replaces the first full paragraph on page 4 of the
definitive proxy statement, under the caption "Questions and Answers about the
Special Meeting and Voting - Is Holly Energy Partners a party to the BCA?":
In addition, in connection with the Sinclair Transactions, HollyFrontier and HEP
entered into a letter agreement on August 2, 2021 (the "Letter Agreement"),
pursuant to which, among other things, HEP and HollyFrontier agreed, upon the
consummation of the Sinclair Transactions, to enter into amendments to certain
of the agreements by and among HEP and its affiliates, on the one hand, and
HollyFrontier and its affiliates (other than HEP and its affiliates), on the
other hand, to include within the scope of such agreements the assets to be
acquired by HEP pursuant to the Contribution Agreement. In addition, the Letter
Agreement provides that if, as a condition to obtaining antitrust clearance for
the HFC Transactions, HollyFrontier enters into a definitive agreement to divest
the Woods Cross Refinery, then HollyFrontier and HEP will enter into a purchase
agreement in substantially the form attached to the
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Letter Agreement, pursuant to which HEP and its affiliates would sell their
assets located at, or relating to, the Woods Cross Refinery (the "HEP WX
Assets") to HollyFrontier in exchange for cash consideration equal to
$232.5 million plus the amount of all accounts receivable of HEP and its
affiliates in respect of the HEP WX Assets as of the closing date, with such
sale to be effective immediately prior to the closing of the Sinclair
Transactions. The Letter Agreement and the transactions contemplated thereby
were approved by the HollyFrontier Conflicts Committee and the HLS Conflicts
Committee, each of which consists of independent directors of HollyFrontier and
HLS, respectively.
The following disclosure replaces the fourth full paragraph on page 23 of the
definitive proxy statement, under the caption "The Sinclair Acquisition -
Background of the Sinclair Acquisition":
HollyFrontier and HEP have periodically held acquisition discussions with
Sinclair HoldCo, including as recently as the fourth quarter of 2018 through the
first quarter of 2019, but all such previous discussions were preliminary and
were mutually terminated without resulting in any agreement on terms of a
business combination.
The following disclosure replaces the fifth full paragraph on page 29 of the
definitive proxy statement, under the caption "The Sinclair Acquisition -
Background of the Sinclair Acquisition":
On June 23, 2021, a meeting of the HollyFrontier Conflicts Committee was held,
with HollyFrontier's senior management and financial advisors. As of such date,
the HollyFrontier Conflicts Committee consisted of Mr. Myers, Mr. Echols, and
Michael Rose, each of whom is an independent director. The HollyFrontier
Conflicts Committee reviewed the initial proposal to HEP regarding (i) terms and
conditions, including purchase price, on which HEP and its affiliates would sell
their assets located at or near the Woods Cross Refinery to HollyFrontier if
HollyFrontier entered into a definitive agreement to divest the Woods Cross
Refinery in order to obtain antitrust clearance for the Sinclair Transactions
(the "HEP Woods Cross Refinery Assets Divestiture"), and (ii) post-closing
minimum volume commitments and tariffs on the Sinclair Transportation midstream
assets to be acquired by HEP and other related changes to the intercompany
agreements between HollyFrontier and HEP as a result of HEP's acquisition of
Sinclair Transportation (the "Intercompany Agreements Amendments").
The following disclosure replaces the last full paragraph on page 29 of the
definitive proxy statement, under the caption "The Sinclair Acquisition -
Background of the Sinclair Acquisition":
Also on June 25, 2021, Mr. Voliva delivered term sheets with respect to the HEP
Woods Cross Refinery Assets Divestiture, which included a proposed purchase
price of $190 million, and the Intercompany Agreements Amendments, along with
forecasts and valuation information, to the HLS Conflicts Committee, its
financial advisor, BofA Securities Inc. ("BofA Securities"), Morris Nichols
Arsht & Tunnell LLP ("Morris Nichols"), legal counsel to the HLS Conflicts
Committee, and Bracewell, on behalf of HollyFrontier and the HollyFrontier
Conflicts Committee. The HLS Conflicts Committee consists of Larry Baldwin,
Christine LaFollette and Eric Mattson, each of whom is an independent director
of HLS.
The following disclosure replaces the fourth full paragraph on page 30 of the
definitive proxy statement, under the caption "The Sinclair Acquisition -
Background of the Sinclair Acquisition":
On July 16, 2021, a meeting of the HollyFrontier Conflicts Committee was held to
consider the HLS Conflicts Committee's counterproposal for the HEP Woods Cross
Refinery Assets Divestiture with HollyFrontier's senior management and legal and
financial advisors. As of such date, the HollyFrontier Conflicts Committee
consisted of Mr. Myers, Mr. Echols, Mr. Knocke and Mr. Rose, each of whom is an
independent director. The HollyFrontier Conflicts Committee discussed additional
financial aspects of the proposed transaction and determined to present a
counterproposal to the HLS Conflicts Committee of $225 million for the purchase
price for the HEP Woods Cross Refinery Assets Divestiture.
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The following disclosure replaces the eighth full paragraph on page 30 of the
definitive proxy statement, under the caption "The Sinclair Acquisition -
Background of the Sinclair Acquisition":
On July 21, 2021, Mr. Jennings and Mr. Voliva discussed the proposed purchase
price for the HEP Woods Cross Refinery Assets Divestiture with Mr. Mattson,
Chairman of the HLS Conflicts Committee, and suggested that the parties agree
upon a final purchase price of $232.5 million for the assets.
The following disclosure replaces the ninth full paragraph on page 30 of the
definitive proxy statement, under the caption "The Sinclair Acquisition -
Background of the Sinclair Acquisition":
Also on July 21, 2021, the HLS Conflicts Committee informed Mr. Jennings,
Mr. Voliva and Ms. Bhatia that the HLS Conflicts Committee was amenable to
HollyFrontier's latest counterproposal on the proposed purchase price for the
HEP Woods Cross Refinery Assets Divestiture and also provided an initial draft
of the Letter Agreement to HollyFrontier, which included a proposed purchase
agreement for the HEP Woods Cross Refinery Assets Divestiture and additional
comments on the Intercompany Agreements Amendments.
The following disclosure replaces the eighth full paragraph on page 31 of the
definitive proxy statement, under the caption "The Sinclair Acquisition -
Background of the Sinclair Acquisition":
On August 1, 2021, the HollyFrontier Conflicts Committee reviewed the final
terms of the Letter Agreement, the HEP Woods Cross Refinery Assets Divestiture
and the Intercompany Agreements Amendments and recommended them to the Board for
approval.
The following disclosure replaces the second and third sentences in the first
full paragraph on page 47 of the definitive proxy statement, under the caption
"Sinclair Downstream Business Financial Analyses - Discounted Cash Flow
Analysis":
Citi calculated implied terminal values for the Sinclair Downstream Business by
applying to the fiscal year 2025 estimated adjusted EBITDA of the Sinclair
Downstream Business a selected range of adjusted EBITDA multiples of 4.9x to
6.5x selected based on Citi's professional judgment and taking into account the
observed implied 25th and 75th percentiles of the calendar year 2022 estimated
adjusted EBITDA multiples of the Sinclair selected R&M companies referenced
above under "Sinclair Downstream Business Financial Analyses - Selected Public
Companies Analyses - Consolidated." The present values (as of December 31, 2021)
of the cash flows and terminal values were then calculated using a selected
range of discount rates of 8.3% to 9.3% derived from a weighted average cost of
capital calculation.
The following disclosure replaces the second and third sentences in the third
full paragraph on page 49 of the definitive proxy statement, under the caption
"HollyFrontier Financial Analyses - Discounted Cash Flow Analysis":
Citi calculated implied terminal values for HollyFrontier by applying to
HollyFrontier's fiscal year 2025 estimated adjusted EBITDA a selected range of
adjusted EBITDA multiples of 4.8x to 6.5x selected based on Citi's professional
judgment and taking into account the observed implied calendar year 2022
estimated adjusted EBITDA multiple for HollyFrontier and the observed implied
75th percentile of the calendar year 2022 estimated adjusted EBITDA multiples of
the HollyFrontier selected R&M companies referenced above under "HollyFrontier
Financial Analyses - Selected Public Companies Analyses - Consolidated." The
present values (as of December 31, 2021) of the cash flows and terminal values
were then calculated using a selected range of discount rates of 8.2% to 9.2%
derived from a weighted average cost of capital calculation.
The following disclosure replaces the second full paragraph on page 99 of the
definitive proxy statement, under the caption "Sinclair's Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Company Overview":
Pursuant to the BCA, HollyFrontier will acquire from Sinclair HoldCo its two
refineries, renewable diesel business and marketing business, which consist of
Sinclair, its affiliate Wyoming Renewable Diesel Company LLC, and certain of
Sinclair's subsidiaries, including Sinclair Trucking Company, Sinclair Wyoming
Refining Company, Sinclair Casper Refining Company, Sinclair Crude Company,
Sinclair Tulsa Refining Company and Sinclair Golf Course, Inc. (collectively,
the "HollyFrontier Target Entities"). After the signing of the BCA, the
HollyFrontier Target Entities were reorganized such that each becomes a
subsidiary of Sinclair NewCo. At the closing, Sinclair
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NewCo will be transferred to New Parent in exchange for the Sinclair Stock
Consideration. Sinclair HoldCo's crude and refined products pipelines and
terminal assets, which are comprised of Sinclair Transportation and its
subsidiaries (including Sinclair Logistics LLC, Sinclair Terminals, Sinclair
Pipelines and Sinclair Pipeline Company LLC) and joint venture interests
(collectively, the "HEP Target Entities"), will be acquired separately by HEP
pursuant to the Contribution Agreement as required by the Omnibus Agreement,
which prohibits HollyFrontier from acquiring assets of that type. Sinclair
Marketing, Inc. and Sinclair Services Company (collectively, the "Retained
Entities"), which are Sinclair's subsidiary and affiliate, respectively, will
both be retained by Sinclair HoldCo and will not be sold to either HollyFrontier
or HEP. However, as part of the reorganization, certain assets and liabilities
of the Retained Entities were transferred to Sinclair.
-END OF SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT-
Additional Information and Where to Find It
The issuance of 60,230,036 shares of New Parent Common Stock in connection with
the HFC Transactions (the "Sinclair Stock Consideration") will be submitted to
HollyFrontier's stockholders for their consideration. In connection with the
issuance of the Sinclair Stock Consideration, HollyFrontier filed the definitive
proxy statement with the SEC on October 29, 2021, which was mailed to the
stockholders of HollyFrontier on or about October 29, 2021. Additionally,
HollyFrontier will file other relevant materials with the SEC in connection with
the issuance of the Sinclair Stock Consideration. This communication is not
intended to be, and is not, a substitute for such filings or for any other
document that HollyFrontier may file with the SEC in connection with the
issuance of the Sinclair Stock Consideration. SECURITY HOLDERS ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT AND ALL RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT HOLLYFRONTIER, THE ISSUANCE OF THE SINCLAIR
STOCK CONSIDERATION AND THE HFC TRANSACTIONS. Security holders can obtain copies
of the definitive proxy statement and any other documents filed by HollyFrontier
with the SEC, and will be able to obtain copies of other relevant materials
(when they become available), free of charge at the SEC's website at
www.sec.gov. In addition, security holders will be able to obtain free copies of
the definitive proxy statement from HollyFrontier by submitting a written
request either to Vice President, Investor Relations, HollyFrontier Corporation,
2828 N. Harwood, Suite 1300, Dallas, TX 75201 or to investors@hollyfrontier.com,
by calling HollyFrontier's Investor Relations department at (214) 954-6510, or
by going to HollyFrontier's corporate website at www.hollyfrontier.com under the
tab "Investor Relations" and under the heading "Financial Information" and
subheading "SEC Filings."
Participants in Solicitation
HollyFrontier and its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of proxies from
HollyFrontier stockholders in connection with the issuance of the Sinclair Stock
Consideration. Information about HollyFrontier's directors and executive
officers is available in HollyFrontier's definitive proxy statement for its 2021
annual meeting of stockholders filed with the SEC on March 25, 2021. Other
information regarding persons who may be deemed participants in the proxy
solicitation, including their direct or indirect interests by security holdings
or otherwise, is set forth in the definitive proxy statement HollyFrontier filed
with the SEC on October 29, 2021 and may be updated or supplemented in the
definitive proxy statement and other relevant materials to be filed with the SEC
in connection with the issuance of the Sinclair Stock Consideration when they
become available. These documents can be obtained free of charge from the
sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain or incorporate by reference statements or
information that are, include or are based on forward-looking statements within
the meaning of the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements give expectations, intentions,
beliefs or forecasts of future events or otherwise for the future, and can be
identified by the fact that they relate to future actions, performance or
results rather than relating strictly to historical or current facts. Words such
as "anticipate(s)," "project(s)," "expect(s)," "plan(s)," "goal(s),"
"forecast(s)," "strategy," "intend(s)," "should," "would," "could," "believe,"
"may," and variations of such words and other words and expressions of similar
meaning are intended to identify such forward-looking statements. However, the
absence of such words or other words and expressions of similar meaning does not
mean that a statement is not forward-looking.
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These forward-looking statements include, but are not limited to, statements
regarding the Sinclair Transactions. Forward-looking statements are inherently
uncertain and necessarily involve risks that may affect the business prospects
and performance of HollyFrontier and/or HEP, and they are not guarantees of
future performance. These forward-looking statements are based on assumptions
using currently available information and expectations as of the date thereof
that HollyFrontier management believes are reasonable, but that involve certain
risks and uncertainties and may prove inaccurate. Therefore, actual outcomes and
results could materially differ from what is expressed, implied or forecasted in
these statements. Any differences could be caused by a number of factors
including, but not limited to (i) HollyFrontier's and HEP's ability to
successfully close the Sinclair Transactions or, once closed, integrate the
operations of Sinclair with their existing operations and fully realize the
expected synergies of the Sinclair Transactions or on the expected timeline,
(ii) the satisfaction or waiver of the conditions precedent to the proposed
Sinclair Transactions, including, without limitation, the receipt of the
HollyFrontier stockholder approval for the issuance of New Parent Common Stock
at closing and regulatory approvals (including clearance by antitrust
authorities necessary to complete the Sinclair Transactions) on the terms and
timeline desired, (iii) risks relating to the value of the shares of New Parent
Common Stock and the value of HEP's common units to be issued at the closing of
the Sinclair Transactions from sales in anticipation of closing and by the
Sinclair holders following the closing, (iv) the cost and potential for a delay
in closing as a result of litigation challenging the Sinclair Transactions,
(v) HollyFrontier's ability to successfully integrate the operations of the
Puget Sound refinery and related assets, including the on-site cogeneration
facility and related logistics assets, located in Anacortes, Washington acquired
from Equilon Enterprises LLC d/b/a Shell Oil Products US with its existing
operations, (vi) disruption the Sinclair Transactions may cause to customers,
vendors, business partners and HollyFrontier's, HEP's and Sinclair HoldCo's
ongoing business, (vii) the demand for and supply of crude oil and refined
products, including uncertainty regarding the effects of the continuing COVID-19
pandemic on future demand, risks and uncertainties with respect to the actions
of actual or potential competitive suppliers and transporters of refined
petroleum or lubricant and specialty products in HollyFrontier's and HEP'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 work force or in response to reductions in demand, effects of
current and/or 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, and (viii) other
factors, including those listed in the most recent annual, quarterly and
periodic reports of HollyFrontier and HEP filed with the SEC, whether or not
related to either proposed transaction. All forward-looking statements included
in this report are expressly qualified in their entirety by the foregoing
cautionary statements. The forward-looking statements speak only as of the date
made and, other than as required by law, HollyFrontier assumes no, and expressly
disclaims any, duty or obligation to update or correct any forward-looking
statement as a result of events, changes, effects, states of facts, conditions,
circumstances, occurrences or developments subsequent to the date of this
communication or otherwise. Readers are advised, however, to consult any further
disclosures HollyFrontier makes in its filings with the SEC.
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