Washington, D.C. 20549


Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 3, 2022

(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer
Identification Number)
2828 N. Harwood, Suite 1300DallasTexas75201
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Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:
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Common Stock $0.01 par valueHFCNew 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.     ☐  

Item 7.01 Regulation FD Disclosure.

HollyFrontier Corporation (“HollyFrontier”) today announced that it now expects crude oil throughput to average approximately 420,000 barrels per day for the fourth quarter of 2021. In the West region, volumes were lower than expected at the Puget Sound Refinery due to unit downtime following the closing of the acquisition of the refinery, the shutdown of the Trans Mountain Pipeline resulting from flooding in British Columbia, which impacted crude availability, and recent severe weather as well as start-up issues at the Navajo Refinery following the plant’s scheduled turnaround. The Mid-Continent region was adversely impacted by economic run cuts and severe weather at the Tulsa Refinery.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K report contains certain “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical fact included in this Form 8-K, are forward-looking statements. Forward-looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations.

These statements are based on our beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the Securities and Exchange Commission. Although we believe that such expectations reflected in such forward-looking statements are reasonable, we cannot give assurance that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to, the following: (i) HollyFrontier’s ability to successfully close the pending acquisition by HollyFrontier and Holly Energy Partners, L.P. (“HEP”) of Sinclair Oil Corporation and Sinclair Transportation Company (collectively, “Sinclair”, and such transactions, the “Sinclair Transactions”), or once closed, integrate the operations of Sinclair with its existing operations and fully realize the expected synergies of the Sinclair Transactions or on the expected timeline; (ii) the satisfaction or waivers of the conditions precedent to the proposed Sinclair Transactions, including without limitation, the receipt of required regulatory approvals (including clearance by antitrust authorities necessary to complete the Sinclair Transactions on the terms and timeline desired); (iii) risks relating to the value of HollyFrontier’s new parent’s common stock and the value of HEP’s common units to be issued at the closing of the Sinclair Transactions from sales in anticipation of closing and from sales by the Sinclair holders following the closing of the Sinclair Transactions; (iv) the cost and potential for a delay in closing as a result of litigation challenging the Sinclair Transactions; (v) HollyFrontier’s ability to successfully integrate the operation of the Puget Sound refinery with its existing operations; (vi) the demand for and supply of crude oil and refined products, including uncertainty regarding the effects of the continuing COVID-19 pandemic on future demand; (vii) risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in HollyFrontier’s markets; (viii) the spread between market prices for refined products and market prices for crude oil; (ix) the possibility of constraints on the transportation of refined products or lubricant and specialty products; (x) the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand; (xi) the effects of current and/or future governmental and environmental regulations and policies, including the effects of current and/or future restrictions on various commercial and economic activities in response to the COVID-19

pandemic; (xii) the availability and cost of financing to HollyFrontier; (xiii) the effectiveness of HollyFrontier’s capital investments and marketing strategies; (xiv) HollyFrontier’s efficiency in carrying out and consummating construction projects, including the ability to complete announced capital projects, such as the conversion of the Cheyenne Refinery to a renewable diesel facility and the construction of the Artesia renewable diesel unit and pretreatment unit, on time and within capital guidance; (xv) the ability to timely obtain or maintain permits, including those necessary for operations or capital projects; (xvi) the ability of HollyFrontier to acquire refined or lubricant product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations; (xvii) the possibility of terrorist or cyberattacks and the consequences of any such attacks; (xviii) general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States; (xix) a prolonged economic slowdown due to the COVID-19 pandemic could result in an impairment of goodwill and/or additional long-lived asset impairments; and (xx) other financial, operational and legal risks and uncertainties detailed from time to time in HollyFrontier’s Securities and Exchange Commission filings, including the detailed risk factors and other cautionary statements set forth under the heading “Risk Factors” included in Item 1A in the HollyFrontier Annual Report on Form 10-K for the year ended December 31, 2020 and the HollyFrontier Quarterly Report on Form 10-Q for the quarters ended June 30, 2021, and September 30, 2021. All forward-looking statements included in this Form 8-K and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, HollyFrontier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


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 thereunto duly authorized.


By:    /s/ Richard L. Voliva III               
Richard L. Voliva III,
Executive Vice President and Chief Financial Officer

Date: January 3, 2022