Dallas-based HollyFrontier Corporation and Holly Energy Partners announced an agreement Tuesday to acquire and combine with Sinclair Oil from the Sinclair Corporation in a deal valued at $1.8 billion for the iconic energy retail business.
The newly formed company will be called the HF Sinclair Corporation and will be headquartered in Dallas and will replace HollyFrontier in public trading on the NYSE. The deal includes Sinclair’s familiar market branding and all commercial activities, its growing renewable diesel business and two Rocky Mountain area refineries.
Wachtell, Lipton, Rosen & Katz served as legal counsel to both HollyFrontier and Holly Energy Partners with a team based in New York. Morgan Lewis & Bockius counseled HollyFrontier and Bracewell represented Holly Energy Partners. Morris, Nichols Arsht & Tunnell advised the Holly Energy Partners conflicts committee.
Bracewell’s representation of Holly Energy Partners with a team led by Houston partners Jason Jean and Will Anderson, along with Jared Berg, Shannon Baldwin and Caroline E. Ellis. The team also included, from Austin, partner Timothy Wilkins and associate Daniel Pope, and from Washington D.C. partner Kirk Morgan II and associate Kathryn Penry.
The Morgan Lewis team was led from Philadelphia by partner Benjamin Wills and associates Conor Larkin and Rob Powers, along with lawyers from San Francisco, New Jersey and Washington, D.C. Texas lawyers included partner Stephen Fitzgerald, of Dallas and associate Melissa Brown in Houston.
Morgan Lewis previously advised HollyFrontier in its agreement to acquire the Puget Sound Refinery and related logistics assets from Equilon Enterprises d/b/a Shell Oil Products US.
Vinson & Elkins advised Sinclair with a team led by Houston corporate partners Scott Wulfe and Alan Beck and senior associate Mike Marek, with assistance from associates Farah Chranya, Helen Xiang and Matt Fiorillo. Also advising were senior associate Jing Tong and associates Mariam Boxwala, Sang Lee, Chandler Spinks and Libby Gerstner; partners Gary Huffman and Lina Dimachkieh, counsel Mary Alexander, senior associate Brian Russell and associate Olivia Sher; partner Thomas Wilson and senior associate Alex Bluebond; partner David D’Alessandro, counsel Regina Ibarra and associate Mary Daniel Morgan; partner Devika Kornbacher and senior associate Sean Hill; partner Larry Nettles, counsel Corinne Snow and associate Kevin Moscon; counsel Scot Dixon; counsel Sarah Mitchell; partner Darren Tucker, senior associates Evan Miller and Ryan Will and associate Natalie Cardenas; partner David Wicklund, senior associate Caitlin Snelson and associates Joe Higdon ; and counsel Damien Lyster and associate Ryan Hoeffner.
Citi was financial advisor to HollyFrontier, with Bank of America advising the HEP conflicts committee.
Involved in-house at Holly Energy were Vaishali Bhatia, senior vice president and general counsel, and Stacey Foland, assistant general counsel.
Mike Jennings, CEO of HollyFrontier and HEP said in a statement that the acquisition is in keeping with the company’s growth strategy: “With this accretive transaction, we are adding an integrated marketing business with an iconic brand while building on the strength of our expanded refining network, increasing our scale and accelerating the growth of our renewables business.”