Item 7.01
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Regulation FD Disclosure.
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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 (“New Parent”), Hippo Merger Sub, Inc. (“Parent Merger Sub”), The Sinclair Companies (“Sinclair HoldCo”) and Hippo Holding LLC (the “Target Company”). Pursuant to the Business Combination Agreement, HollyFrontier will acquire the Target Company 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 the Target Company 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 the Target Company becoming a direct wholly owned subsidiary of New Parent (the “Sinclair Acquisition” and, collectively with the HFC Merger, the “HFC Transactions”). Immediately prior to the HFC Transactions, the transactions contemplated by that certain Contribution Agreement, dated as of August 2, 2021 (the “Contribution Agreement”), by and among Sinclair HoldCo, Sinclair Transportation Company and Holly Energy Partners, L.P. (the “Partnership”) will occur (the “HEP Transactions” and together with the HFC Transactions, the “Sinclair Transactions”).
On August 3, 2021, Michael C. Jennings, Chief Executive Officer and President of HollyFrontier (“Mr. Jennings”), sent a letter to HollyFrontier employees announcing HollyFrontier’s entry into the Business Combination Agreement. A copy of the letter sent to HollyFrontier employees is attached as Exhibit 99.1 to, and is incorporated by reference into, this Current Report on Form 8-K.
On August 3, 2021, Mr. Jennings sent a letter to Target Company employees announcing the Target Company’s entry into the Business Combination Agreement. A copy of the letter sent to Target Company employees is attached as Exhibit 99.2 to, and is incorporated by reference into, this Current Report on Form 8-K.
On August 3, 2021, Mr. Jennings sent a letter to Puget Sound Refinery employees announcing HollyFrontier’s entry into the Business Combination Agreement. A copy of the letter sent to Puget Sound Refinery employees is attached as Exhibit 99.3 to, and is incorporated by reference into, this Current Report on Form 8-K.
On August 3, 2021, Sinclair HoldCo issued a press release announcing Sinclair HoldCo’s entry into the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.4 to, and is incorporated by reference into, this Current Report on Form 8-K.
On August 3, 2021, HollyFrontier hosted a conference call to discuss its entry into the Business Combination Agreement. A copy of the conference call transcript is attached as Exhibit 99.5 to, and is incorporated by reference into, this Current Report on Form 8-K.
On August 3, 2021, HEP filed with the Securities and Exchange Commission (“SEC”) a Form 8-K announcing HEP’s entry into the Contribution Agreement (the “HEP 8-K”). The HEP 8-K is attached as Exhibit 99.6 to, and is incorporated by reference into, this Current Report on Form 8-K.
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.