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 (Date of earliest event reported): June 11, 2009 (June 5, 2009)
HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-03876
(Commission File Number)
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75-1056913
(I.R.S. Employer
Identification Number) |
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100 Crescent Court,
Suite 1600
Dallas, Texas
(Address of principal
executive offices)
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75201-6915
(Zip code) |
Registrant’s telephone number, including area code: (214) 871-3555
Not 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On June 5, 2009, Holly Corporation (the “Company”) and certain of the Company’s existing
subsidiaries (the “Guarantors”) entered into a Purchase Agreement (the “Purchase Agreement”) with
UBS Securities LLC, as representative of the initial purchasers named therein (the “Initial
Purchasers”), by which the Company agreed to issue and sell, and the Initial Purchasers agreed to
purchase, $200 million aggregate principal amount of 9.875% Senior Notes due 2017 (the “Notes”) in
accordance with a private placement conducted pursuant to Rule 144A and Regulation S under the
Securities Act of 1933. The sale of the Notes was completed on June 10, 2009. The Company intends
to use the net proceeds from the sale of approximately $187 million after estimated expenses (i) to
make post-closing inventory payments expected to be between $90 and $100 million in connection with
its recent acquisition of the Tulsa Refinery from Sunoco, Inc. (R&M) and (ii) for general corporate
purposes, including planned capital expenditures. Interest on the Notes is payable on June 15 and
December 15 of each year, beginning on December 15, 2009.
The Purchase Agreement contains customary representations and warranties of the parties and
indemnification and contribution provisions whereby the Company and the Guarantors, on the one
hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain
liabilities.
The Notes were issued under and are governed by an indenture dated June 10, 2009 (the
“Indenture”), between the Company, U.S. Bank Trust National Association, as trustee (“Trustee”),
and the Guarantors. The Indenture contains customary terms, events of default and covenants
relating to, among other things, the incurrence of debt, the payment of dividends or similar
restricted payments, undertaking transactions with the Company’s unrestricted affiliates, and
limitations on asset sales. On or after June 15, 2013, the Company may on any one or more occasions
redeem some or all of the Notes at a purchase price equal to 104.9375% of the principal amount of
the Notes, plus accrued and unpaid interest to the redemption date, if any, such optional
redemption prices decreasing to 102.4688% on or after June 15, 2014, and 100.0000% on or after June
15, 2015. Prior to June 15, 2012, the Company may on any one or more occasions redeem up to 35% of
the aggregate principal amount of the Notes with the net proceeds of certain equity offerings at
109.875% of the aggregate principal amount thereof, plus accrued and unpaid interest to the
redemption date, if any; provided that at least 65% of the aggregate principal amount of the Notes
remains outstanding immediately after the occurrence of such redemption (excluding Notes held by
the Company and its affiliates) and the redemption occurs within 120 days of the date of the
closing of such equity offering. Prior to June 15, 2013, the Company may redeem some or all of the
Notes at a make-whole price plus accrued and unpaid interest to the redemption date, if any. If the
Company experiences a change of control, the holders of the Notes may require the Company to
purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the
principal amount of the Notes, plus accrued and unpaid interest to the redemption date, if any.
The Notes are senior unsecured obligations of the Company and will rank equally in right of
payment with all of the Company’s existing and future senior debt and senior to any future
indebtedness of the Company that expressly provides for subordination to the Notes. The Notes are
guaranteed on a senior unsecured basis by the Guarantors. The guarantees will rank equally in right
of payment with all of the existing and future senior debt of the Guarantors and senior to any
future indebtedness of the Guarantors that expressly provides for subordination to the guarantees.
The Notes and guarantees are effectively subordinated to any secured debt, to the extent of the
assets securing such debt, including indebtedness under the Company’s senior secured credit
agreement.
A copy of the Purchase Agreement is filed herewith as Exhibit 10.1. A copy of the Indenture,
which includes the form of the certificate for the Notes, is filed herewith as Exhibit 4.1. The
foregoing