UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): December 1 4, 2023

~~HOLLY~~Holly ~~ENERGY~~Energy ~~PARTNERS~~Partners, L.P.

(Exact ~~name~~Name of Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	001-32225	20-0833098
DELAWARE	001-32225	20-0833098
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2828 N. Harwood St., Suite 1300 Dallas, TX		75201
2828 N. Harwood, Suite 1300 Dallas, TX	75201
(Address of principal executive offices)		(Zip code)
(Address of Principal Executive Office)	(Zip Code)

~~Registrant’s telephone number, including area code:~~ (214) 871-3555

~~Not~~Registrant’s ~~applicable~~Telephone Number, including Area Code

~~(Former~~Not ~~name or former address, if changed since last report)~~Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the ~~Securities Exchange~~ Act ~~of 1934~~:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Limited Partner Units HEP ~~NYSE~~New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Introductory~~Item ~~Note~~1.01. Entry into a Material Definitive Agreement.

OnExchange ~~December 1,~~Offers ~~2023, pursuant to that certain Agreement~~ and ~~Plan~~Consent ofSolicitations Merger, dated as of August 15, 2023 (the “Merger Agreement”), by and among Holly Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), HF Sinclair Corporation, a Delaware corporation (“Parent”), Navajo Pipeline Co., L.P., a Delaware limited partnership and an indirect wholly owned subsidiary of Parent (“HoldCo”), Holly Apple Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of HoldCo (“Merger Sub”), HEP Logistics Holdings, L.P., a Delaware limited partnership and the general partner of the Partnership (“HLH”), and Holly Logistic Services, L.L.C., a Delaware limited liability company and the general partner of HLH (the “General Partner”), Merger Sub merged with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of Parent (the “Merger”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

AtOn December 4, 2023 (the ~~effective~~“Settlement ~~time~~Date”), ofHF ~~the~~Sinclair ~~Merger~~Corporation (~~the~~ “~~Effective~~HF ~~Time~~Sinclair”), ~~pursuant~~announced to the ~~terms~~completion of the ~~Merger~~previously ~~Agreement,~~announced (ia) ~~each~~private ~~outstanding~~offers ~~common~~to ~~unit~~exchange ~~representing a limited partner interest in the Partnership~~ (~~each~~collectively, athe “~~Partnership~~Exchange ~~Common Unit~~Offers”), ~~other~~any ~~than Partnership Common Units owned by Parent~~ and ~~its~~all ~~subsidiaries,~~outstanding ~~including HoldCo, was converted into the right to receive:~~ (ai) 06.~~3150~~375% ~~shares~~Senior ofNotes ~~common~~due ~~stock,~~2027 ~~par value $0.01 per share, of Parent~~ (the “~~Common~~HEP ~~Stock~~2027 Notes”) and (bii) $45.00000% inSenior ~~cash~~Notes ~~per~~due ~~Partnership~~2028 ~~Common Unit, without interest~~ (the “~~Cash~~HEP ~~Consideration~~2028 Notes” and, together with the ~~shares~~HEP of2027 ~~Common Stock to be issued in the Merger~~Notes, the “~~Merger~~HEP ~~Consideration~~Notes”) ~~and~~issued ~~(ii) each~~by ~~(a)~~Holly ~~Partnership~~Energy ~~Service~~Partners, ~~LTIP~~L.P. ~~Award~~ (~~excluding Director LTIP Awards~~“HEP”) and ~~Partnership~~Holly ~~Performance~~Energy ~~LTIP~~Finance ~~Award~~Corp. ~~with~~(“Finance aCorp,” ~~performance~~and, ~~period~~together ~~ending in 2024 or beyond was converted (~~with ~~respect to performance awards~~HEP, atthe ~~target~~“HEP ~~levels~~Issuers”) ~~into~~for ~~restricted~~New ~~stock~~Notes ~~units relating to a number of shares of Parent Common Stock,~~ (as ~~adjusted~~defined ~~by the Equity Award Exchange Ratio; (b~~below) ~~Director~~ ~~LTIP Awards granted prior~~ to ~~the~~be ~~execution~~issued ofby ~~the~~HF ~~Merger~~Sinclair, ~~Agreement and Partnership Performance LTIP Awards~~ with aregistration ~~performance~~rights, ~~period ending in 2023 vested~~ and ~~converted (with respect to the Partnership Performance LTIP Awards~~cash, ~~at actual performance levels) into the right to receive the Merger Consideration~~ and ~~any accrued but unpaid dividend rights on the original award;~~ (cb) ~~Director~~consent ~~LTIP~~solicitations ~~Awards~~(collectively, ~~granted~~the ~~following~~“Consent ~~the~~Solicitations”) ~~execution~~to ofadopt the ~~Merger~~Proposed ~~Agreement~~Amendments ~~vested on a pro-rata basis~~ (~~based~~as ondefined ~~months of service~~below) ~~and converted into the right~~ to ~~receive~~ the ~~Merger~~HEP ~~Consideration~~Indentures ~~and~~(as ~~any~~defined ~~accrued~~below) ~~dividend~~governing ~~rights~~each onseries ~~the~~of ~~original~~HEP ~~award;~~Notes, ~~and~~commenced ~~(d) Partnership Cash Awards were assumed~~ by ~~the~~HF ~~Parent~~Sinclair, on ~~substantially~~October 30, ~~the same terms and conditions as were applicable to the corresponding Partnership Cash Award~~2023.

AsPursuant ato ~~result~~the ofExchange ~~the~~Offers ~~Merger~~and Consent Solicitations, ~~(i)~~ the ~~General~~aggregate ~~Partner’s non-economic general~~principal ~~partner~~amounts ~~interest~~of ineach ~~the~~respective ~~Partnership,~~series ~~(ii) the~~of ~~General~~HEP ~~Partner’s~~Notes ~~Special~~set ~~General~~forth ~~Partner~~below ~~Interest~~were intendered ~~the~~and ~~Partnership,~~subsequently accepted or not tendered and ~~(iii)~~ accepted in connection with the ~~Partnership~~Exchange ~~Common~~Offers ~~Units~~and ~~owned~~Consent Solicitations as designated by ~~Parent~~the ~~and~~applicable ~~its~~column ~~subsidiaries,~~heading. ~~including~~The ~~HoldCo,~~HEP ~~were~~Notes not ~~canceled~~tendered and ~~were~~accepted will not ~~converted~~be ~~into~~cancelled in connection with the ~~Merger~~Exchange ~~Consideration~~Offers and Consent Solicitations and will remain outstanding, as amended, as described below.

The foregoing description of the Merger and the Merger Agreement, and the transactions contemplated thereby, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Title of Series of HEP Notes	Aggregate Principal Amount Tendered and Accepted		Aggregate Principal Amount Not Tendered and Accepted
6.375% Senior Notes due 2027	$	399,875,000	$	125,000
5.000% Senior Notes due 2028	$	498,879,000	$	1,121,000

~~Item~~HEP’s ~~1.01~~Supplemental ~~Entry~~Indentures ~~into a Material Definitive Agreement.~~

OnPrior ~~December 1,~~to ~~2023,~~settlement of the ~~Partnership,~~Exchange asOffers ~~borrower,~~and ~~Parent,~~Consent asSolicitations ~~parent~~and ~~guarantor,~~upon ~~Wells~~receipt ~~Fargo~~of ~~Bank,~~the ~~National~~requisite ~~Association~~consents ~~(“Wells~~to ~~Fargo”),~~adopt asthe ~~administrative~~Proposed ~~agent~~Amendments ~~and~~with anrespect ~~issuing~~to ~~bank~~each series of HEP Notes, ~~and~~the HEP Issuers entered into (i) a Second Supplemental Indenture (the ~~financial~~“HEP ~~institutions~~2027 ~~party~~Notes ~~thereto~~Second Supplemental Indenture”) among the HEP Issuers, as ~~lenders~~issuers, ~~entered~~the ~~into~~other ~~that~~subsidiary ~~certain~~guarantors ~~Amendment~~party Nothereto (the “Guarantors”) and U. 3S. toBank ~~Third~~Trust ~~Amended~~Company, ~~and~~National ~~Restated~~Association, ~~Credit~~as ~~Agreement~~trustee (the “~~Amendment~~HEP Trustee”), ~~which~~to ~~amended~~that certain ~~terms~~Indenture, dated as of ~~that~~April 8, ~~certain~~2022 ~~Third~~(as ~~Amended~~supplemented ~~and~~by ~~Restated~~the ~~Credit~~First ~~Agreement~~Supplemental Indenture, dated asMay 22, of2022, ~~July 27~~the “HEP Existing 2027 Notes Indenture” and, ~~2017~~as further supplemented by ~~and~~the HEP 2027 Notes Second Supplemental Indenture, the “HEP 2027 Notes Indenture”), among the ~~Partnership~~HEP Issuers, as ~~borrower~~issuers, ~~Wells~~the ~~Fargo~~Guarantors and the HEP Trustee, as ~~administrative~~trustee, ~~agent~~relating to the HEP Issuers’ HEP 2027 Notes and an(ii) a ~~issuing~~Third ~~bank~~Supplemental Indenture (the “HEP 2028 Notes Third Supplemental Indenture,” and, ~~each~~together ofwith the ~~financial~~HEP ~~institutions~~2027 ~~party~~Notes ~~thereto~~Second ~~from~~Supplemental ~~time~~Indenture, tothe ~~time~~“HEP Supplemental Indentures”) among the HEP Issuers, as ~~lenders~~issuers, (the Guarantors and the HEP Trustee, as ~~amended~~trustee, ~~restated~~to that certain Indenture, ~~modified~~dated oras of February 4, 2020 (as supplemented ~~from~~by ~~time~~the toFirst ~~time~~Supplemental Indenture, ~~including~~dated ~~without limitation~~March 14, 2022 and as ~~amended~~further supplemented by the ~~Amendment~~Second Supplemental Indenture, dated May 22, 2022, the “~~Credit~~HEP ~~Agreement”).~~Existing ~~The~~2028 ~~Amendment~~Notes Indenture” and, ~~among~~as ~~other~~further ~~things,~~supplemented ~~(a) provides~~by athe ~~guaranty~~HEP ~~from~~2028 ~~Parent~~Notes ~~and~~Third ~~terminates~~Supplemental ~~all~~Indenture, ~~guaranties~~the ~~from~~“HEP ~~subsidiaries~~2028 ofNotes Indenture” and, together with the ~~Partnership~~HEP (2027 Notes Indenture, the “~~Parent~~HEP ~~Guaranty~~Indentures”), among the HEP Issuers, as issuers, the Guarantors and the HEP Trustee (bas successor to U.S. Bank, National Association), ~~amends~~as trustee, relating to the ~~definition~~HEP ofIssuers’ ~~“Investment~~HEP ~~Grade~~2028 ~~Rating”~~Notes in.The HEP Supplemental Indentures became operative on the ~~Credit~~Settlement ~~Agreement~~Date and amended each respective HEP Indenture to, ~~reference~~among ~~the~~other ~~credit~~things, ~~rating~~eliminate from each HEP Indenture, as it relates to each series of ~~Parent’s~~HEP ~~senior~~Notes ~~unsecured~~(i) substantially ~~indebtedness~~all of the restrictive covenants, (cii) ~~eliminates~~certain of the ~~requirement~~events towhich ~~deliver~~may ~~separate~~lead ~~audited~~to ~~and~~an ~~unaudited~~“Event ~~financial~~of ~~statements~~Default”, ~~for~~(iii) the ~~Partnership~~U.S. Securities and ~~its~~Exchange ~~subsidiaries,~~Commission ~~such~~reporting ~~that~~covenant and (iv) the ~~Partnership~~requirement ~~must~~of ~~only~~HEP ~~provide~~to ~~certain~~offer ~~segment-level~~to ~~reporting~~purchase ~~with~~the ~~any~~HEP ~~compliance~~Notes ~~certificate~~upon ~~delivered~~a change of control (collectively, the “Proposed Amendments”).

inThe ~~accordance~~above ~~with~~descriptions of the ~~Credit~~HEP ~~Agreement~~2027 Notes Second Supplemental Indenture and ~~(d) amends~~the ~~certain~~HEP ~~covenants~~2028 Notes Third Supplemental Indenture do not purport to ~~eliminate~~be ~~certain~~complete ~~restrictions~~and onare ~~(i) amendments~~qualified in their entirety by reference to ~~intercompany~~the ~~contracts,~~full ~~(ii) transactions~~texts ~~with~~of ~~Parent~~the ~~and~~HEP ~~its~~2027 ~~subsidiaries~~Notes ~~and~~Second ~~(iii) investments~~Supplemental inIndenture and ~~contributions,~~the ~~dividends~~HEP 2028 Notes Third Supplemental Indenture, ~~transfers~~copies of which are filed as Exhibits 4.1 and ~~distributions~~4.2, respectively, to ~~Parent~~HEP’s Current Report on Form 8-K filed on November 14, 2023 and ~~its~~incorporated ~~subsidiaries~~into this Item 1.01 by reference.

~~The~~Cancellation ~~foregoing descriptions~~ of the ~~Amendment,~~HEP ~~the~~Notes Parent Guaranty and the Credit Agreement are summaries only, do not purport to be complete, and are subject to and qualified in their entirety by reference to the full text of the Amendment and the Parent Guaranty, copies of which are attached hereto as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.

~~Item~~Pursuant ~~3.01~~to ~~Notice~~the Exchange Offers, the aggregate principal amounts of ~~Delisting~~each orrespective ~~Failure~~series toof ~~Satisfy~~HEP aNotes ~~Continued~~set ~~Listing~~forth ~~Rule~~below orwere ~~Standard;~~validly ~~Transfer~~tendered ofand ~~Listing~~accepted and subsequently cancelled.

On December 1, 2023, in connection with the completion of the Merger, the Partnership notified the New York Stock Exchange (the “NYSE”) of the effectiveness of the Merger, and requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form 25 to delist and deregister the Partnership Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend trading of the Partnership Common Units on the NYSE prior to the opening of trading on December 1, 2023. The Partnership also intends to file a certification on Form 15 under the Exchange Act with the SEC requesting the deregistration of the Partnership Common Units under Section 12(g) of the Exchange Act and suspending the Partnership’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.


Title of Series of HEP Notes	Aggregate Principal Amount Cancelled
6.375% Senior Notes due 2027	$	399,875,000
5.000% Senior Notes due 2028	$	498,879,000

~~The~~1 ~~information included in the Introductory Note is incorporated by reference into this Item 3.01.~~

Item 31.0302. ~~Material~~Termination ~~Modification~~of toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

AtThe ~~the~~information ~~Effective~~set ~~Time,~~forth ~~the~~in ~~holders~~Item of1.01 ~~Partnership Common Units, other than Parent and its subsidiaries, including HoldCo, ceased to have any rights as unitholders~~ of ~~the~~this ~~Partnership,~~Current ~~other~~Report ~~than~~on ~~the~~Form ~~right~~8-K tounder ~~receive Merger Consideration, pursuant to~~ the ~~terms~~caption “Cancellation of the ~~Merger~~HEP ~~Agreement~~Notes” tois ~~which~~incorporated ~~the~~by ~~holder~~reference ~~thereof~~into ~~was~~this ~~entitled~~Item ~~upon the surrender of such Partnership Common Units~~1.02.

~~The information included in the Introductory Note and~~ Item 3.0103. isMaterial ~~incorporated~~Modification byto ~~reference~~Rights ~~into~~of ~~this~~Security ~~Item 3~~Holders.~~03.~~

The information set forth in Item 51.0201 ~~Departure~~ of ~~Directors~~this orCurrent ~~Certain~~Report ~~Officers;~~on ~~Election~~Form of8-K ~~Directors;~~under ~~Appointment~~the ofcaptions ~~Certain~~“Exchange ~~Officers;~~Offers ~~Compensatory~~and ~~Arrangements~~Consent ofSolicitations,” ~~Certain~~and ~~Officers~~“HEP’s Supplemental Indentures” is incorporated by reference into this Item 3.03.

~~Effective~~2 as of the closing of the Merger and pursuant to the terms of the Merger Agreement, each of Larry R. Baldwin, Christine B. LaFollette, James H. Lee, Eric L. Mattson, Mark A. Petersen and Michael C. Jennings ceased to serve as directors of the General Partner. The decision of each departing director to resign as a director of the General Partner was not the result of any disagreement with the General Partner or the Partnership relating to the operations, internal controls, policies or practices of the General Partner or the Partnership, and was solely the result of the Merger. Effective as of immediately following the closing of the Merger, each of Timothy Go, Atanas H. Atanasov and Vaishali S. Bhatia became a director of the General Partner.

~~Effective~~SIGNATURES as of the closing of the Merger and pursuant to the terms of the Merger Agreement, each of Michael C. Jennings (Chief Executive Officer and President) and Kenneth Norwood (Vice President and Controller) ceased to serve as officers of the General Partner. The decision of each departing officer to resign as an officer of the General Partner was not the result of any disagreement with the General Partner or the Partnership relating to the operations, internal controls, policies or practices of the General Partner or the Partnership, and was solely the result of the Merger. Effective as of immediately following the closing of the Merger, each of Timothy Go, Atanas H. Atanasov and Indira Agarwal became officers of the General Partner. Timothy Go became Chief Executive Officer and President, Atanas H. Atanasov became Executive Vice President and Chief Financial Officer and Indira Agarwal became Vice President, Controller and Chief Accounting Officer. Each of the foregoing officers are officers of Parent. The officers will not be separately compensated for their service as officers of the General Partner.

Additionally, in connection with the Merger, Robert I. Jamieson’s title changed from Senior Vice President and Chief Operating Officer to Vice President, Midstream of the General Partner and John Harrison’s title changed from Senior Vice President, Chief Financial Officer and Treasurer to Vice President, Finance, Strategy and Treasurer of the General Partner. Vaishali S. Bhatia will continue to serve as the Executive Vice President, General Counsel and Secretary of the General Partner.

The information included in the Introductory Note is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

2.1¥		Agreement and Plan of Merger, dated August 15, 2023, by and among HF Sinclair Corporation, Navajo Pipeline Co., L.P., Holly Apple Holdings LLC, Holly Energy Partners, L.P., HEP Logistics Holdings, L.P., and Holly Logistic Services, L.L.C. (incorporated by reference herein to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-32225) filed on August 16, 2023).
10.1†		Amendment No. 3 to Third Amended and Restated Credit Agreement dated December 1, 2023, by and among Holly Energy Partners, L.P., as borrower, HF Sinclair Corporation, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent and an issuing bank, and the financial institutions party thereto as lenders.
10.2		Parent Guaranty Agreement dated as of December 1, 2023 by HF Sinclair Corporation, as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

¥ Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.

† Schedules and certain 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 Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLY ENERGY PARTNERS, L.P. By: HEP LOGISTICS HOLDINGS, L.P. its General Partner By: HOLLY LOGISTIC SERVICES, L.L.C. its General Partner


Date: December 4, 2023	HOLLY ENERGY PARTNERS, L.P.

	By: HEP LOGISTICS HOLDINGS, L.P. its General Partner

	By: HOLLY LOGISTIC SERVICES, L.L.C. its General Partner

	By:	/s/ Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Executive Vice President and Chief Financial Officer

Date: December 1, 2023	By:	/s/ Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Executive Vice President and Chief Financial Officer

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