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): May 6, 2009 (May 5, 2009)
HOLLY ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
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| Delaware
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001-32225
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20-0833098 |
(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
Dallas, Texas
(Address of principal
executive offices)
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75201-6915
(Zip code)
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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 May 5, 2009, Holly Energy Partners, L.P. (the “Partnership”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. and UBS
Securities LLC, as representatives of the several underwriters named therein (the
“Underwriters”), with respect to the issuance and sale in an underwritten public offering
(the “Common Units Offering”) by the Partnership of 2,000,000 common units representing
limited partner interests in the Partnership (the “Common Units”) at $27.80 per common
unit. The Partnership has granted the Underwriters a 30-day option to purchase up to an additional
300,000 Common Units. The Common Units to be sold in the Common Units Offering were registered
under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a
registration statement on Form S-3 (Registration No. 333-155537). The closing of the Common Units
Offering is expected to occur on May 8, 2009 (the “Closing Date”). Legal opinions related
to the Common Units are filed as Exhibits 5.1 and 8.1 to this Current Report on Form 8-K.
In the Underwriting Agreement, the Partnership agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the Underwriters may be required to make because of any of those liabilities. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The description of the Underwriting Agreement in this Current
Report on Form 8-K is qualified in its entirety by the terms of the Underwriting Agreement.
The Partnership intends to use the net proceeds from the Common Units Offering of
approximately $53.2 million (or approximately $61.2 million if the Underwriters exercise in full
their over-allotment option) and the general partner contribution described in the following
paragraph, (i) to repay $28.0 million of bank debt incurred to fund its purchase of a 25% interest
in the joint venture (the remaining 75% of which is owned by Plains All American Pipeline, L.P.)
that owns the Salt Lake City Pipeline, (ii) to repay bank debt incurred to date to fund capital
projects, which consist primarily of the expansion of the Partnership’s Artesia, New Mexico to El
Paso, Texas refined products pipeline and terminal system (referred to as the “South
System”) and (iii) for general partnership purposes.
In connection with the Common Units Offering, on the Closing Date, HEP Logistics Holdings,
L.P., the general partner of the Partnership, will contribute $1.1 million (or $1.2 million if the
Underwriters exercise in full their option to purchase additional Common Units) to the Partnership
in order to maintain its 2% general partner interest in the Partnership.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description of Exhibit |
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1.1
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Underwriting Agreement, dated May 5, 2009, between Holly Energy
Partners, L.P., and Goldman, Sachs & Co. and UBS Securities LLC, as
representatives of the several underwriters named therein. |
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5.1
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Opinion of Vinson & Elkins L.L.P. |
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8.1
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Opinion of Vinson & Elkins L.L.P. relating to tax matters. |
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23.1
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Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1). |
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