Item 7.01 Regulation FD Disclosure.
HollyFrontier Corporation ("HollyFrontier") today announced that it now expects
crude oil throughput to average approximately 420,000 barrels per day for the
fourth quarter of 2021. In the West region, volumes were lower than expected at
the Puget Sound Refinery due to unit downtime following the closing of the
acquisition of the refinery, the shutdown of the Trans Mountain Pipeline
resulting from flooding in British Columbia, which impacted crude availability,
and recent severe weather as well as start-up issues at the Navajo Refinery
following the plant's scheduled turnaround. The Mid-Continent region was
adversely impacted by economic run cuts and severe weather at the Tulsa
Refinery.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K report contains certain "forward-looking
statements" within the meaning of the federal securities laws. All statements,
other than statements of historical fact included in this Form 8-K, are
forward-looking statements. Forward-looking statements use words such as
"anticipate," "project," "expect," "plan," "goal," "forecast," "strategy,"
"intend," "should," "would," "could," "believe," "may," and similar expressions
and statements regarding our plans and objectives for future operations.
These statements are based on our beliefs and assumptions using currently
available information and expectations as of the date hereof, are not guarantees
of future performance and involve certain risks and uncertainties, including
those contained in our filings with the Securities and Exchange Commission.
Although we believe that such expectations reflected in such forward-looking
statements are reasonable, we cannot give assurance that our expectations will
prove to be correct. Therefore, actual outcomes and results could materially
differ from what is expressed, implied or forecast in these statements. Any
differences could be caused by a number of factors including, but not limited
to, the following: (i) HollyFrontier's ability to successfully close the pending
acquisition by HollyFrontier and Holly Energy Partners, L.P. ("HEP") of Sinclair
Oil Corporation and Sinclair Transportation Company (collectively, "Sinclair",
and such transactions, the "Sinclair Transactions"), or once closed, integrate
the operations of Sinclair with its existing operations and fully realize the
expected synergies of the Sinclair Transactions or on the expected timeline;
(ii) the satisfaction or waivers of the conditions precedent to the proposed
Sinclair Transactions, including without limitation, the receipt of required
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 HollyFrontier's new parent's 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 from sales by the
Sinclair holders following the closing of the Sinclair Transactions; (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 operation of the Puget Sound refinery with its existing operations; (vi) 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;
(vii) 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 in HollyFrontier's markets; (viii) the spread
between market prices for refined products and market prices for crude oil; (ix)
the possibility of constraints on the transportation of refined products or
lubricant and specialty products; (x) 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; (xi) the
effects of current and/or future governmental and environmental regulations and
policies, including the effects of current and/or future restrictions on various
commercial and economic activities in response to the COVID-19
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pandemic; (xii) the availability and cost of financing to HollyFrontier; (xiii)
the effectiveness of HollyFrontier's capital investments and marketing
strategies; (xiv) HollyFrontier's efficiency in carrying out and consummating
construction projects, including the ability to complete announced capital
projects, such as the conversion of the Cheyenne Refinery to a renewable diesel
facility and the construction of the Artesia renewable diesel unit and
pretreatment unit, on time and within capital guidance; (xv) the ability to
timely obtain or maintain permits, including those necessary for operations or
capital projects; (xvi) the ability of HollyFrontier to acquire refined or
lubricant product operations or pipeline and terminal operations on acceptable
terms and to integrate any existing or future acquired operations; (xvii) the
possibility of terrorist or cyberattacks and the consequences of any such
attacks; (xviii) general economic conditions, including uncertainty regarding
the timing, pace and extent of an economic recovery in the United States; (xix)
a prolonged economic slowdown due to the COVID-19 pandemic could result in an
impairment of goodwill and/or additional long-lived asset impairments; and (xx)
other financial, operational and legal risks and uncertainties detailed from
time to time in HollyFrontier's Securities and Exchange Commission filings,
including the detailed risk factors and other cautionary statements set forth
under the heading "Risk Factors" included in Item 1A in the HollyFrontier Annual
Report on Form 10-K for the year ended December 31, 2020 and the HollyFrontier
Quarterly Report on Form 10-Q for the quarters ended June 30, 2021, and
September 30, 2021. All forward-looking statements included in this Form 8-K and
all subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these
cautionary statements. The forward-looking statements speak only as of the date
made and, other than as required by law, HollyFrontier undertakes 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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