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): October 21, 2009 (October 21, 2009)
HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-03876
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75-1056913 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
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100 Crescent Court,
Suite 1600 |
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| Dallas, Texas
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75201-6915 |
(Address of principal
executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On October 21, 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, an additional $100 million aggregate principal amount of the Company’s existing 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 “Offering”). The Offering is
expected to close on October 26, 2009, subject to customary closing conditions. The Company
intends to use the net proceeds from the Offering of approximately
$99.5 million after estimated expenses to fund the cash portion of the purchase price for the pending acquisition of a refinery
in Tulsa, Oklahoma from Sinclair Tulsa Refining Company (the “Sinclair Refinery”) and a portion of
the purchase price for the related inventory. If the acquisition of the Sinclair Refinery does not
close, the Company will use the net proceeds from the Offering for general corporate purposes,
including working capital, capital expenditures and possible future acquisitions. 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.
A copy of the Purchase Agreement is filed herewith as Exhibit 10.1. The foregoing summary does
not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.
Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 and incorporated herein by reference in its entirety is a copy of a
press release issued by the Company on October 21, 2009 announcing that it has priced the Offering.
In accordance with General Instruction B.2 of Form 8-K, the information furnished in this
report on Form 8-K pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or
otherwise subject to the liabilities of that section, unless the Company specifically incorporates
it by reference in a document filed under the Exchange Act or the Securities Act of 1933
(“Securities Act”). By filing this report on Form 8-K pursuant to Item 7.01 and furnishing this
information, the Company makes no admission as to the materiality of any information in this
report, including Exhibit 99.1, or that any such information includes material investor information
that is not otherwise publicly available.
The information furnished in this report on Form 8-K pursuant to Item 7.01, including the
information contained in Exhibit 99.1, is summary information that is intended to be considered in
the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public
announcements that the Company may make, by press release or otherwise, from time to time. The
Company disclaims any current intention to revise or update the information furnished in this
report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1,
although the Company may do so from time to time as its management believes is warranted. Any such
updating may be made through the furnishing or filing of other reports or documents with the SEC,
through press releases or through other public disclosure.
The information furnished in this report on Form 8-K pursuant to Item 7.01, including the
information contained in Exhibit 99.1, is neither an offer to sell nor a solicitation of an offer
to buy any of