EX-99.(C)(2) 2 d555932dex99c2.htm EX-99.(C)(2) EX-99.(C)(2)

Exhibit (c)(2) Board Presentation August 14, 2023


Apple | Proposal Summary Spot Price Initial Offer Initial Offer 1st HEP Counteroffer DINO Revised Proposal 2nd HEP Counteroffer 2nd DINO Revised Proposal Undisturbed Price Current Price Current Price Current Price Current Price Current Price as of 5/3/23 as of 8/11/23 as of 8/11/23 as of 8/11/23 as of 8/11/23 as of 8/11/23 DINO Spot Price $41.91 $59.34 $59.34 $59.34 $59.34 $59.34 Exchange Ratio 0.3714x 0.3714x 0.3714x 0.3150x 0.3714x 0.3150x Stock Consideration per Unit $15.57 $22.04 $22.04 $18.69 $22.04 $18.69 Cash Consideration per Unit - - 7.00 3.50 4.00 4.00 Total Consideration per Unit $15.57 $22.04 $29.04 $22.19 $26.04 $22.69 Implied Exchange Ratio 0.3714x 0.3714x 0.4894x 0.3740x 0.4388x 0.3824x (1) Premium / (Discount) to Undisturbed Spot Price as of 5/3/23 (2.2%) 38.4% 82.4% 39.4% 63.6% 42.5% (2) Premium / (Discount) to Spot Price as of 8/11/23 (28.4%) 1.4% 33.6% 2.1% 19.8% 4.4% Total Unaffiliated Units Outstanding (mm) 67.0 67.0 67.0 67.0 67.0 67.0 Total Stock Consideration ($mm) $1,042 $1,476 $1,476 $1,252 $1,476 $1,252 Total Cash Consideration ($mm) - - 469 234 268 268 Total Consideration ($mm) $1,042 $1,476 $1,945 $1,486 $1,744 $1,520 Total DINO Shares Issued (mm) 24.9 24.9 24.9 21.1 24.9 21.1 30-Day VWAP Initial Offer Initial Offer 1st HEP Counteroffer DINO Revised Proposal 2nd HEP Counteroffer 2nd DINO Revised Proposal Undisturbed Price Current Price Current Price Current Price Current Price Current Price as of 5/3/23 as of 8/11/23 as of 8/11/23 as of 8/11/23 as of 8/11/23 as of 8/11/23 DINO 30-Day VWAP $45.97 $50.73 $50.73 $50.73 $50.73 $50.73 Exchange Ratio 0.3714x 0.3714x 0.3714x 0.3150x 0.3714x 0.3150x Stock Consideration per Unit $17.07 $18.84 $18.84 $15.98 $18.84 $15.98 Cash Consideration per Unit - - 7.00 3.50 4.00 4.00 Total Consideration per Unit $17.07 $18.84 $25.84 $19.48 $22.84 $19.98 Implied Exchange Ratio 0.3714x 0.3714x 0.5094x 0.3840x 0.4502x 0.3938x (3) Premium / (Discount) to Undisturbed 30-Day VWAP as of 5/3/23 - 10.4% 51.4% 14.1% 33.8% 17.0% (4) Premium / (Discount) to 30-Day VWAP as of 8/11/23 (14.7%) (5.8%) 29.2% (2.6%) 14.2% (0.1%) Total Unaffiliated Units Outstanding (mm) 67.0 67.0 67.0 67.0 67.0 67.0 Total Stock Consideration ($mm) $1,143 $1,262 $1,262 $1,070 $1,262 $1,070 Total Cash Consideration ($mm) - - 469 234 268 268 Total Consideration ($mm) $1,143 $1,262 $1,731 $1,305 $1,530 $1,338 Total DINO Shares Issued (mm) 24.9 24.9 24.9 21.1 24.9 21.1 1. Undisturbed Spot Price as of 5/3/23: $15.92 per unit. 2. Spot Price as of 8/11/23: $21.74 per unit. 3. Undisturbed 30-Day VWAP as of 5/3/23: $17.07 per unit. 4. 30-Day VWAP as of 8/11/23: $20.00 per unit. 1


HEP | Relative Trading Performance Trading Performance: Last Twelve Months (2) Recent Trading HEP - Peer HEP Peer AMZ MLP (3) Performance Median Adj. HEP - AMZ Adj. Median Index (1) 30-Day 33.4% 17.7% 26.2% 13.8% (20.1%) (8.5%) 2.1% 9.5% (8.5%) 3.9% 48.2% OKE/MMP Announcement (5/12/2023) 32.1% 30.2% 22.3% 1.9% (0.5%) - 20.6% 1.9% 9.7% Initial Offer Announcement (5/3/23) 36.6% 36.4% 27.5% 41.6% (5.9%) 0.1% 1.0% 23.4% 0.1% 9.1% YTD 14.4% 20.0% 22.5% 10.8% (5.6%) (2.6%) 10.4% 29.7% (2.6%) 9.2% 24.4% 20.5% 13.4% 17.2% (22.4%) 3.9% 15.8% 31.9% 3.9% 11.0% Last Twelve Months (Indexed Price Performance) Initial Offer Announcement (Pre-Market Open on 5/4/2023) OKE / MMP Announcement (5/12/2023) Source: FactSet as of 8/11/2023. 1. Represents trading days. 2. Magellan reflects performance to unaffected date of Oneok transaction, 5/12/2023. 3. HEP Peers include DKL, NS and PAA. Note: MMP not included in HEP Peer Median. 2


HEP / DINO | Historical Exchange Ratio Analysis Number of DINO shares per HEP unit “Heads-Up” Exchange Ratio (HEP / DINO) Initial Offer Announcement (Pre-Market Open on 5/4/2023) 2nd HEP Counter (VWAP) (1) 0.4502x 2nd HEP Counter (2) (Spot) 0.4388x 2nd DINO Revised Proposal 0.3824x Current 0.3664x 1-Year VWAP 0.3618x Implied Premium Analysis Implied Premium / Discount to Heads-Up Historical Prices / Heads-Up Exchange Ratio HEP DINO Exchange $21.74 $22.69 $23.91 $26.04 $26.09 $28.26 0.3664x 0.3824x 0.4030x 0.4388x 0.4396x 0.4763x (3) Period ($/unit) ($/share) Ratio - 4.4% 10.0% 19.8% 20.0% 30.0% - 4.4% 10.0% 19.8% 20.0% 30.0% Current (8/11/2023) $21.74 $59.34 0.3664x - 4.4% 10.0% 19.8% 20.0% 30.0% - 4.4% 10.0% 19.8% 20.0% 30.0% Undisturbed Price (5/3/2023) $15.92 $41.91 0.3799x 36.6% 42.5% 50.2% 63.6% 63.9% 77.5% (3.6%) 0.7% 6.1% 15.5% 15.7% 25.4% Offer Price (30-day VWAP as of 5/3/2023) $17.07 $45.97 0.3714x 27.3% 32.9% 40.1% 52.5% 52.8% 65.5% (1.4%) 3.0% 8.5% 18.1% 18.4% 28.2% 5-Day VWAP $20.70 $57.87 0.3577x 5.0% 9.6% 15.5% 25.8% 26.0% 36.5% 2.4% 6.9% 12.7% 22.7% 22.9% 33.2% 10-Day VWAP $20.37 $55.13 0.3694x 6.7% 11.4% 17.4% 27.8% 28.1% 38.8% (0.8%) 3.5% 9.1% 18.8% 19.0% 28.9% 20-Day VWAP $20.14 $52.69 0.3823x 7.9% 12.6% 18.7% 29.3% 29.5% 40.3% (4.2%) 0.0% 5.4% 14.8% 15.0% 24.6% 30-Day VWAP $20.00 $50.73 0.3943x 8.7% 13.4% 19.6% 30.2% 30.4% 41.3% (7.1%) (3.0%) 2.2% 11.3% 11.5% 20.8% 60-Day VWAP $19.18 $46.69 0.4108x 13.4% 18.3% 24.7% 35.8% 36.0% 47.4% (10.8%) (6.9%) (1.9%) 6.8% 7.0% 15.9% 1-Year VWAP $18.32 $50.64 0.3618x 18.7% 23.9% 30.5% 42.1% 42.4% 54.3% 1.3% 5.7% 11.4% 21.3% 21.5% 31.7% 2-Year VWAP $17.96 $44.57 0.4029x 21.1% 26.4% 33.2% 45.0% 45.3% 57.4% (9.1%) (5.1%) 0.0% 8.9% 9.1% 18.2% 5-Year VWAP $19.01 $41.27 0.4605x 14.4% 19.4% 25.8% 37.0% 37.3% 48.7% (20.4%) (17.0%) (12.5%) (4.7%) (4.5%) 3.4% 52-Week High $21.74 $66.19 0.3284x - 4.4% 10.0% 19.8% 20.0% 30.0% 11.5% 16.4% 22.7% 33.6% 33.9% 45.0% Research Analyst Target $20.00 $60.00 0.3333x 8.7% 13.5% 19.6% 30.2% 30.4% 41.3% 9.9% 14.7% 20.9% 31.6% 31.9% 42.9% Source: FactSet as of 8/11/2023. nd nd 2 DINO 2 HEP 1. Reflecting 0.3714x exchange ratio on DINO’s 30-day VWAP of $50.73 as of 8/11/2023 plus $4.00 cash per unit. (4) (2) 2. Reflecting 0.3714x exchange ratio on DINO’s share price of $59.34 as of 8/11/2023 plus $4.00 cash per unit. Revised Proposal Counterproposal 3. 5-day, 10-day, 20-day, 30-day and 60-day reflecting trading days. 1-year, 2-year and 3-year reflecting calendar days. nd 4. 2 DINO revised proposal of $22.69 per unit reflecting 0.3150x exchange ratio on DINO’s share price of $59.34 as of 8/11/2023 plus $4.00 cash per unit. 3 Better for HEP Better for DINO


DINO | Relative Valuation (1) EV / EBITDA (EV / EBITDA) 2023E 2024E 2025E EV / 2023E EBITDA EV / 2024E EBITDA Median: 4.7x 6.5x 6.9x EV / 2025E EBITDA 8.5x 9.0x 8.0x 7.9x 7.3x 6.8x 6.8x 6.9x 6.7x 6.5x 6.6x 5.9x 5.8x 5.4x 5.4x 5.3x 5.2x 6.0x 4.8x 4.9x 4.7x 4.7x 4.6x 4.0x 3.8x 2.8x 3.0x 0.0x (2) Price / Parent CFPS (Price / Parent CFPS) 2023E 2024E 2025E Price / 2023E Parent CFPS Median: 4.6x 5.9x 7.6x Price / 2024E Parent CFPS Price / 2025E Parent CFPS 8.9x 9.0x 7.8x 7.8x 7.7x 7.6x 7.6x 7.4x 6.6x 6.2x 5.9x 5.9x 5.9x 5.9x 5.6x 5.5x 5.4x 5.3x 6.0x 4.9x 4.7x 4.6x 4.5x 3.9x 3.6x 2.8x 3.0x 0.0x Consolidated Debt / 1. 1x 1.5x 1.6x 1.1x 1.5x 3.1x 0.8x 0.6x (3) 2023E EBITDA Consolidated Net Debt / 2023E 0.7x 1.0x 0.9x 0.7x 0.8x 2.2x 0.4x (0.0)x (4) EBITDA Source: Management projections, company filings, FactSet, and Wall Street research as of 8/11/2023. 1. DINO EBITDA reflecting management estimates. Peers per FactSet consensus. 2. DINO and peers reflecting FactSet consensus. Adj. CFPS is adjusted to remove third-party distributions to unaffiliated MLP public unitholders. Adj. CFPS based on Adj. CFFO per share based on shares outstanding from Management projections. Remaining peers calculated from median consensus. 3. Calculated as current Consolidated Debt / Projected Consolidated EBITDA. 4. Calculated as Consolidated Debt less Cash / Projected Consolidated EBITDA. 4


HEP | Relative Valuation EV / EBITDA Debt + Pref. / EBITDA 2022A 2023E 2023E-2025E Debt + Pref. / 2022A EBITDA 1.7% 3.5% 3.3% 0.4% 3.7% EBITDA CAGR Median: 4.9x 4.1x Debt + Pref. / 2023E EBITDA 7.0x 2023E 2024E 2025E EV / 2023E EBITDA Median: 8.7x 8.2x 8.4x 6.0x 5.6x 5.5x EV / 2024E EBITDA 12.0x 10.3x 5.0x 4.5x 9.9x EV / 2025E EBITDA 9.6x 9.3x 9.6x 4.5x 10.0x 9.3x 9.2x 4.3x 8.6x 8.7x 3.7x 8.1x 3.8x 7.8x 4.0x 8.0x 8.0x 7.4x 7.2x 3.5x 3.4x 3.2x 6.9x 3.0x 6.0x 2.0x 4.0x 2.0x 1.0x 0.0x 0.0x Latest Quarterly Distribution Yield Levered FCF Yield LQA DCF 2023E Levered FCF Yield 2023E 2024E 2025E 1.9x 2.3x 1.4x 1.3x 2.7x Coverage Median: 10.9% 13.9% 13.4% 2024E Levered FCF Yield 20% 12.0% Median: 8.7% 17.5% 2025E Levered FCF Yield 16.4% 16.8% 10.3% 9.6% 14.0% 13.8% 15% 13.4% 13.1% 12.7% 9.0% 7.6% 11.3% 11.9% 7.0% 10.8% 11.1% 10.7% 6.4% 10.1% 10% 6.0% 5% 3.0% NA 0.0% 0% Source: HEP per company filing and DINO Management forecast. Peers per Public filings, FactSet, and Wall Street research as of 8/11/2023. Magellan share price as of the unaffected date of the Oneok acquisition, 5/12/2023. 5


HEP | Indicative Purchase Price Ratio Analysis Indicative Purchase Price Ratio Analysis nd nd 2 DINO 2 HEP (1) (2) Revised Proposal Counterproposal ($ in millions, except per share data) DINO SQ HEP SQ 6/30/23 6/30/23 Illutrative Purchase Price Price as of 8/11/23 $59.34 $21.74 $22.69 $23.91 $26.04 $26.09 $28.26 Implied Premium / (Discount) to HEP Spot Price as of 8/11/23 4% 10% 20% 20% 30% Diluted Shares / Units Oustanding 186.0 126.6 126.6 126.6 126.6 126.6 126.6 Total Equity Value $11,037 $2,752 $2,873 $3,027 $3,297 $3,303 $3,578 Total Debt (Consolidated) 3,214 1,506 1,506 1,506 1,506 1,506 1,506 Preferred Equity - 63 63 63 63 63 63 Non-Controlling Interest 1,452 69 69 69 69 69 69 Cash (Consolidated) (1,204) (8) (8) (8) (8) (8) (8) Enterprise Value $14,499 $4,382 $4,502 $4,657 $4,926 $4,932 $5,207 Public Units Outstanding 67.0 67.0 67.0 67.0 67.0 67.0 Total Value of Public Units $1,456 $1,520 $1,602 $1,744 $1,747 $1,893 Implied Exchange Ratio 0.3664x 0.3824x 0.4030x 0.4388x 0.4396x 0.4763x Precedent Premium Premium / Discount to: Median Mean Current 8/11/23 - - 4.4% 10.0% 19.8% 20.0% 30.0% 12.6% 13.9% Unaffected Price 41.6% 36.6% 42.5% 50.2% 63.6% 63.9% 77.5% 52-Week High (10.3%) - 4.4% 10.0% 19.8% 20.0% 30.0% Research Analyst Target (1.1%) 8.7% 13.5% 19.6% 30.2% 30.4% 41.3% Trading Comparables DINO SQ HEP SQ Peer Peer Transaction (3) (3) Enterprise Value as a Multiple of: Data Data Median Mean Comparables EBITDA 2023E $3,030 4.8x $458 9.6x 9.8x 10.2x 10.8x 10.8x 11.4x 8.6x 8.8x 10.1x 2024E 2,662 5.4x 477 9.2x 9.4x 9.8x 10.3x 10.3x 10.9x 8.2x 8.4x 10.1x 2025E 2,698 5.4x 474 9.3x 9.5x 9.8x 10.4x 10.4x 11.0x 8.4x 8.3x Equity Value as a Multiple of: Earnings per Share 2023E $9.15 6.5x $2.08 10.5x 10.9x 11.5x 12.5x 12.6x 13.6x 10.9x 10.7x 2024E 7.58 7.8x 2.36 9.2x 9.6x 10.2x 11.1x 11.1x 12.0x 10.8x 10.4x 2025E 7.75 7.7x 2.44 8.9x 9.3x 9.8x 10.7x 10.7x 11.6x 10.0x 10.1x Yield Analysis: Dividends LQA $1.80 3.0% $1.40 6.4% 6.2% 5.9% 5.4% 5.4% 5.0% 8.6% 8.6% 2023E 1.80 3.0% 1.40 6.4% 6.2% 5.9% 5.4% 5.4% 5.0% 2024E 1.80 3.0% 1.40 6.4% 6.2% 5.9% 5.4% 5.4% 5.0% 2025E 1.80 3.0% 1.40 6.4% 6.2% 5.9% 5.4% 5.4% 5.0% YE Leverage Total Debt / EBITDA 2022A $3,214 0.7x $1,506 3.6x 3.6x 3.6x 3.6x 3.6x 3.6x 4.9x 4.7x 2023E 3,214 1.1x 1,506 3.3x 3.3x 3.3x 3.3x 3.3x 3.3x 4.1x 4.0x Source: Projections per DINO Management. Market data as of 8/11/2023. Balance sheet data reflect DINO / HEP Q2 2023 10-Q filings. nd 1. 2 DINO revised proposal of $22.69 per unit reflecting 0.3150x exchange ratio on DINO’s share price of $59.34 as of 8/11/2023 plus $4.00 cash per unit. 2. Second HEP counterproposal of $26.04 per unit reflecting 0.3714x exchange ratio on DINO’s share price of $59.34 as of 8/11/2023 plus $4.00 cash per unit. 3. Peers include DKL, MMP, NS and PAA. 6


Appendix


Apple | Proposal Summary Key Events — On May 4, 2023, HF Sinclair (DINO) offered to acquire all outstanding publicly held common units of Holly Energy Partners (HEP) at a fixed exchange ratio of 0.3714 newly issued shares of DINO Common Stock per each HEP unit w Offer derived using the 30-day volume weighted average prices for each security as of market close on May 3, 2023 — Following DINO’s initial proposal, ¡ On July 14, 2023, the Conflicts Committee of HEP responded with a counterproposal consisting of 0.3714 exchange ratio plus $7.00 in cash per HEP unit 1 w The counterproposal implies a total per unit consideration of $24.16 based on DINO’s share price as of 7/14/2023 ¡ On July 21, 2023, DINO responded with a revised proposal comprised of 0.3150 exchange ratio plus $3.50 in cash 2 w The revised proposal implies a total per unit consideration of $18.92 based on DINO’s share price on 7/21/2023 nd ¡ On July 28, 2023, the Conflicts Committee of HEP responded with a 2 counterproposal consisting of 0.3714 exchange ratio plus $4.00 in cash per HEP unit 3 nd w The 2 counterproposal implies a total per unit consideration of $23.16 based on DINO’s share price as of 7/28/2023 nd 4¡ On August 11, 2023, DINO responded with a 2 revised proposal comprised of 0.3150 exchange ratio plus $4.00 in cash per HEP unit nd w The 2 revised proposal implies a total per unit consideration of $22.69 based on DINO’s share price as of 8/11/2023 Summary of Proposals – Spot Offer Price Implied Premium to HEP Unit Price as of: Total Consideration per Equity Consideration (2) Date Exchange Ratio Cash Consideration Unit HEP Closing Price DINO Closing Price 5/3/23 7/14/23 7/21/23 7/28/23 8/11/23 Proposal (1) Initial DINO Offer 5/4/23 0.3714x $0.00 $15.57 $15.92 $41.91 (2.2%) N/A N/A N/A N/A 1st HEP Counterproposal 7/14/23 0.3714x $7.00 $24.16 $18.87 $46.21 51.8% 28.0% N/A N/A N/A 1st DINO Revised Proposal 7/21/23 0.3150x $3.50 $18.92 $18.97 $48.96 18.9% 0.3% (0.3%) N/A N/A 2nd HEP Counterproposal 7/28/23 0.3714x $4.00 $23.16 $19.18 $51.60 45.5% 22.8% 22.1% 20.8% N/A 2nd DINO Revised Proposal 8/11/23 0.3150x $4.00 $22.69 $21.74 $59.34 42.5% 20.3% 19.6% 18.3% 4.4% Summary of Proposals – 30-Day VWAP Offer Price Implied Premium to HEP 30-Day VWAP as of: Total Consideration per Equity Consideration (3) Date Exchange Ratio Cash Consideration Unit (30-Day VWAP) HEP 30-Day VWAP DINO 30-Day VWAP 5/3/23 7/14/23 7/21/23 7/28/23 8/11/23 Proposal (1) Initial DINO Offer 5/4/23 0.3714x $0.00 $17.07 $17.07 $45.97 (0.0%) N/A N/A N/A N/A 1st HEP Counterproposal 7/14/23 0.3714x $7.00 $23.57 $18.24 $44.62 38.1% 29.2% N/A N/A N/A 1st DINO Revised Proposal 7/21/23 0.3150x $3.50 $17.75 $18.38 $45.24 4.0% (2.7%) (3.4%) N/A N/A 2nd HEP Counterproposal 7/28/23 0.3714x $4.00 $21.14 $18.64 $46.16 23.8% 15.9% 15.0% 13.4% N/A 2nd DINO Revised Proposal 8/11/23 0.3150x $4.00 $19.98 $20.00 $50.73 17.0% 9.5% 8.7% 7.2% (0.1%) 1. Offer delivered pre-market open on 5/4/23. DINO and HEP closing prices reflecting prices as of unaffected date of 5/3/2023. 2. Total consideration per unit equal to DINO closing price multiplied by exchange ratio, plus cash consideration when applicable. 3. Total consideration per unit (30-day VWAP) equal to DINO 30-day VWAP multiplied by exchange ratio, plus cash consideration when applicable. 7


HEP | Equity Analyst Price Targets (1) (2) Research Price Targets Premium / (Discount) % to Current Price ($ / share) Median Analyst Target Price Premium / (Discount) to: Current Price (8%) (3) Current: Current: $55.41 $15.59 $70.00 30.0% $65.00 Current: $42.73 $60.00 17% 20.0% 22% 12% $50.00 $47.00 10.0% 10% $40.00 Current: $21.00 0.0% Current $15.25 $30.00 Price: $19.00 $21.74 (3%) $20.00 (10.0%) $17.00 $20.00 $17.00 (8%) Median (22%) Price (20.0%) $10.00 Target: $20.00 $0.00 (30.0%) Analyst 1 Analyst 2 Analyst 3 8/9/2023 8/3/2023 7/11/2023 Analyst Recommendation 0 2 1 4 Buy ✓ 1 1 3 2 Hold ~ 0 1 0 0 Sell O 1 4 4 6 Source: FactSet as of 8/11/2023. 1. Includes available reports from reputable brokers that have provided a price target. 2. Peer group price targets reflect average analyst price target. 3. Reflects unaffected price from 5/12/2023 prior to Oneok acquisition. 8


DINO | Equity Analyst Price Targets (1) (2) Research Price Targets Premium / (Discount) % to Current Price Price Targets ($ / share) Median Analyst Target Price Premium / (Discount) to: Current Price 1% Current: Current: Current: Current: Current: Current: Current: $149.75 $116.64 $139.06 $36.55 $28.28 $49.84 $37.02 $152.00 $125.00 $150.00 $80.00 50% $70.00 40% Median $70.00 Analyst: $63.00 $61.00 $60.00 $60.00 $60.00 30% $56.00 $60.00 $57.00 $54.00 Current 20% DINO: $48.00 $50.00 $59.34 $44.00 8% 7% 18% 10% 1% 2% $37.00 $40.00 Peers 6% (4%) 0% Median: 3% $31.00 (0%) (0%) 1% $30.00 $26.00 (4%) (10%) (6%) (8%) (9%) $20.00 (15%) (20%) $10.00 (30%) (26%) $0.00 (40%) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Analyst 1 Analyst 2 Analyst 3 Analyst 4 Analyst 5 Analyst 6 Analyst 7 Analyst 8 Analyst 9 8/10/23 8/8/23 8/4/23 8/4/23 8/3/23 8/3/23 8/3/23 7/18/23 7/6/23 Analyst Recommendation 9 7 10 0 1 2 3 Buy ✓✓✓✓✓ 2 3 1 3 5 6 1 Hold ~ ~ ~ ~ 0 0 0 0 2 0 0 Sell Source: FactSet as of 8/11/2023. 11 10 11 3 8 8 4 1. Includes available reports from reputable brokers since Q1’23 earnings release that have provided a price target. 2. Peer group price targets reflect median analyst price target. 9


HEP | Comparable Transaction Analysis Selected MLP Buy-in Transactions Total Initial Initial Premium Paid Premium Paid - (2) (3) Announced Transaction Enterprise Value Price Premium Final (Days Prior to Initial Ann.) (Days Prior to Final Ann.) EV / FY+1 30-Day 30-Day (1) Date Acquirer Target Value ($MM) Acquirer Target Offered Offered Price 1-Day 1-Day EBITDA Consideration Process VWAP VWAP 8/17/2022 $3,783 $68,412 $14,229 $34.75 0.0% $41.75 20.1% 24.0% 6.2% 8.2% 8.4x 100% Cash Ann. then Negotiate (4) 7/28/2022 $579 $7,229 $1,690 $15.14 13.4% $17.66 32.3% 11.0% (3.4%) 9.9% 7.3x Cash and Unit Exchange Ann. then Negotiate 7/6/2022 $131 NA $824 $17.90 (0.3%) $25.00 39.3% 42.8% 2.8% 8.6% 10.3x 100% Cash Ann. then Negotiate 4/22/2022 $400 NA $595 $3.32 0.9% $4.65 41.3% 42.7% 40.9% 40.7% 11.1x 100% Cash Ann. then Negotiate (5) 2/11/2022 $2,608 $237,598 $9,749 $12.89 0.0% $15.85 23.0% 23.5% 9.6% 11.6% 12.6x 100% Cash Ann. then Negotiate 10/27/2021 $3,466 $16,829 $13,076 $32.57 0.0% $41.11 4.8% 7.6% 4.8% 7.6% 9.7x 100% Unit Exchange Negotiate then Ann. (6) 8/5/2021 $874 $126,182 $1,694 $13.01 0.0% $15.12 16.2% 8.9% 17.1% 17.2% 9.7x 100% Unit Exchange Ann. then Negotiate (7) 2/5/2021 $1,149 $201,401 $2,872 $12.47 0.0% $14.56 16.7% 18.7% (3.3%) 5.8% 7.4x 100% Unit Exchange Ann. then Negotiate (8) 10/5/2020 $2,829 $74,892 $3,361 $27.31 5.4% $30.95 19.5% 15.1% 0.6% (0.7%) 10.1x 100% Unit Exchange Ann. then Negotiate 7/27/2020 $693 $4,419 $1,312 $8.38 4.5% $8.47 28.1% 29.1% 28.1% 29.1% 7.3x 100% Unit Exchange Negotiate then Ann. 11/26/2018 $536 NA $1,246 $38.00 4.4% $41.00 12.6% 9.5% 12.6% 9.5% 10.6x 100% Cash Negotiate then Ann. 11/8/2018 $8,965 $7,251 $12,230 $43.77 5.0% $50.33 7.6% 14.3% 7.6% 14.3% 11.2x 100% Unit Exchange Negotiate then Ann. 10/18/2018 $1,850 $50,344 $3,660 $40.00 10.7% $42.25 6.0% 10.2% 6.0% 10.2% 10.2x 100% Cash Negotiate then Ann. 9/19/2018 $2,634 $86,611 $6,683 $17.75 0.0% $18.22 2.6% 8.8% 0.5% 1.0% 29.6x 100% Unit Exchange Ann. then Negotiate (9) 8/1/2018 $60,345 $26,932 $80,353 $21.32 5.0% $23.59 11.2% 17.5% 11.2% 17.5% 7.0x 100% Unit Exchange Negotiate then Ann. (10) 5/29/2018 $300 $5,332 $3,262 $21.86 (1.1%) $21.86 (1.1%) 9.2% (1.1%) 9.2% 6.2x 100% Unit Exchange Tender Offer (11) 5/17/2018 $4,779 $123,056 $27,256 $33.10 0.0% $40.00 20.8% 18.4% 5.7% 6.8% 14.3x 100% Unit Exchange Ann. then Negotiate (12) 5/17/2018 $10,010 $121,978 $14,694 $10.08 0.0% $11.48 13.9% 16.4% 2.1% 0.3% 10.1x 100% Unit Exchange Ann. then Negotiate 5/17/2018 $15,105 $29,816 $55,383 $36.94 5.2% $40.89 6.4% 11.2% 6.4% 11.2% 11.8x 100% Unit Exchange Negotiate then Ann. 3/27/2018 $3,224 $3,418 $4,942 $41.34 (0.5%) $35.42 0.6% (8.1%) 0.6% (8.1%) 6.3x 100% Unit Exchange Negotiate then Ann. Source: Price data per FactSet. Transaction value and consideration paid based on public filings, company press releases, and investor presentations. 1. Transaction value includes only un-affiliated and proportional net debt. 2. Premium paid to initial announcement represents the premium based on the final agreed upon price relative to the original offer’s unaffected date. 3. Premium paid to final announcement represents the premium based on the final agreed upon price relative to the final announcement’s unaffected date. 4. Initial price offered not yet disclosed. Transaction value and premium reflect unaffected DINO price as of 7/27/2022. Initial announcement date reflects filing of Schedule 13D/A on June 24, 2022. 5. Shell / Shell Midstream Partners LP based on revised offer announced 7/25/2022. Premium paid based on closing price prior to original announcement on 2/11/2022. 6. BP / BP Midstream Partners LP based on revised offer announced 12/20/2021. Premium paid based on closing price prior to original announcement on 8/4/2021. 7. Chevron / Noble Midstream Partners based on revised offer announced 3/5/2021. Premium paid based on closing price prior to original announcement on 2/4/2021. 8. TC Energy / TC Pipeline based on revised offer announced 12/15/2020. Premium paid based on closing price prior to original announcement on 10/5/2020. 9. Dominion Energy / Dominion Energy Midstream based on revised offer announced 11/23/2018. Premium paid based on closing price prior to original announcement on 9/8/2018. 10. Reflects the 5/29/18 exchange offer; CVI announced it would exercise the call right on 1/17/19. 11. Enbridge / Spectra premiums based on revised offer announced on 8/24/2018. Enbridge price performance based on original announcement on 5/17/2018. 12. Enbridge / Enbridge Energy Partners based on revised offer announced 9/18/2018. Enbridge price performance based on original announcement on 5/17/2018. 10


HEP | Comparable Transaction Analysis (Cont’d) Selected MLP Buy-in Transactions Total Initial Initial Premium Paid Premium Paid (2) (3) Announced Transaction Enterprise Value Price Premium Final (Days Prior to Initial Ann.) (Days Prior to Final Ann.) EV / FY+1 30-Day 30-Day (1) Date Acquirer Target Value ($MM) Acquirer Target Offered Offered Price 1-Day 1-Day EBITDA Consideration Process VWAP VWAP 11/8/2017 $173 $3,189 $845 $11.80 3.0% $13.92 3.0% 11.5% 3.0% 11.5% 4.6x 100% Unit Exchange Negotiate then Ann. 8/29/2017 $736 NA $736 $14.50 0.4% $16.50 15.2% 12.4% 15.2% 12.4% 12.3x 100% Cash Negotiate then Ann. 5/18/2017 $651 NA $963 $20.00 20.1% $20.00 20.1% 20.4% 20.1% 20.4% 12.3x 100% Cash Tender Offer 4/4/2017 $157 NA $594 $16.80 5.8% $17.30 5.8% 5.6% 5.8% 5.6% 9.1x 100% Cash Tender Offer 3/2/2017 $781 NA $1,470 $18.75 1.9% $19.50 6.0% 5.6% 4.3% 3.4% 9.3x 100% Cash Ann. then Negotiate 1/27/2017 $1,656 $77,129 $1,656 $6.25 (4.6%) $8.00 (8.6%) 1.8% (8.6%) 1.8% 11.0x 100% Cash Negotiate then Ann. 11/1/2016 $5,180 $77,381 $9,684 $15.75 2.9% $17.00 11.1% 16.0% 6.3% 5.2% 18.0x 100% Cash Ann. then Negotiate Premium Paid Premium Paid (2) (3) Initial (Days Prior to Initial Ann.) (Days Prior to Final Ann.) Premium 30-Day 30-Day EV / FY+1 1-Day 1-Day Offered VWAP VWAP EBITDA Mean 3.0% 13.9% 15.0% 7.5% 10.0% 10.7x Selected MLP Median 0.9% 12.6% 12.4% 5.8% 9.2% 10.1x Transactions From High 20.1% 41.3% 42.8% 40.9% 40.7% 29.6x 2016 - 2023 YTD Low (4.6%) (8.6%) (8.1%) (8.6%) (8.1%) 4.6x Selected Mean 1.9% 10.8% 12.8% 6.0% 8.8% 10.4x 100% Stock MLP Median 0.0% 9.4% 12.9% 3.9% 8.4% 9.7x Transactions From High 5.4% 28.1% 29.1% 28.1% 29.1% 29.6x 2016 - 2023 YTD Low (1.1%) (1.1%) (8.1%) (3.3%) (8.1%) 4.6x Mean 1.8% 24.2% 22.4% 9.4% 13.7% 9.6x Selected MLP Median 0.0% 21.6% 21.1% 5.5% 9.3% 9.7x Transactions From High 13.4% 41.3% 42.8% 40.9% 40.7% 12.6x 2021 - 2023 YTD Low (0.3%) 4.8% 7.6% (3.4%) 5.8% 7.3x Source: Price data per FactSet. Transaction value and consideration paid based on public filings, company press releases, and investor presentations. HEP data per DINO Management forecast. 1. Transaction value includes only un-affiliated and proportional net debt. 2. Premium paid to initial announcement represents the premium based on the final agreed upon price relative to the original offer’s unaffected date. 3. Premium paid to final announcement represents the premium based on the final agreed upon price relative to the final offer’s unaffected date. 11


DINO | Comparable Companies DINO Trading Comparables ($ in millions, except per share values) Peer Median Stock Price as of 8/11/2023 $59.34 $149.75 $116.64 $139.06 $49.84 $36.55 $28.28 $37.02 Diluted Shares Outstanding 186 403 451 353 130 103 67 63 Total Equity Value $11,037 $60,400 $52,586 $49,107 $6,465 $3,758 $1,907 $2,332 Total Debt 3,214 27,650 18,730 11,323 1,469 1,597 2,874 595 Cash 1,204 11,454 6,705 5,075 1,517 751 848 191 Net Debt 2,010 16,196 12,025 6,248 (48) 846 2,026 404 (1) Minority Interest 1,452 12,434 -- -- -- 549 396 -- Enterprise Value $14,499 $89,030 $64,611 $55,355 $6,417 $5,153 $4,329 $2,736 Enterprise Value to: 2023E EBITDA 4.8x 5.2x 5.3x 4.0x 2.8x 4.7x 4.6x 4.9x 4.7x 2024E EBITDA 5.4x 7.3x 6.5x 5.8x 3.8x 6.8x 5.9x 6.8x 6.5x 2025E EBITDA 5.4x 7.9x 6.7x 6.9x 4.7x 8.0x 6.6x 8.5x 6.9x 2023E EBIT 6.2x 6.3x 6.3x 5.0x 3.4x 6.4x 8.0x 6.9x 6.3x 2024E EBIT 7.5x 10.0x 7.8x 8.2x 5.7x 10.1x 11.9x 11.7x 10.0x 2025E EBIT 7.4x 11.1x 8.2x 10.3x 8.3x 10.9x 16.9x 14.8x 10.9x Equity Value to: 2023E CFFO 5.3x 4.6x 5.9x 4.5x 3.6x 4.0x 2.6x 3.9x 4.0x 2024E CFFO 6.1x 5.6x 6.7x 5.8x 4.7x 6.2x 4.0x 6.9x 5.8x 2025E CFFO 6.9x 5.5x 6.9x 6.3x 5.3x 7.5x 4.1x 7.3x 6.3x 2023E Net Income 6.5x 7.0x 7.6x 6.0x 5.3x 7.8x 8.4x 6.2x 7.0x 2024E Net Income 7.8x 10.9x 9.2x 10.2x 7.8x 14.9x 22.6x 12.1x 10.9x 2025E Net Income 7.7x 10.0x 9.5x 13.2x 10.9x 19.2x N/M 17.2x 12.1x Source: DINO Management, Company filings, FactSet, Wall Street research and investor presentations as of 8/11/2023. DINO balance sheet data reflects Q2 2023 10-Q filing. 1. Reflects market value of public interest in MLP. Does not include preferred equity held by subsidiaries. 12


HEP | Comparable Companies HEP Trading Comparables ($ in millions except per unit data) Peer Median (1) Unit Price as of 8/11/23 $21.74 $42.73 $15.59 $55.41 $15.25 % of 52-week high (Close) 100% 68% 87% 99% 100% 93% Fully Diluted Units Outstanding 127 44 111 202 698 Total Equity Value $2,752 $1,862 $1,729 $11,198 $10,650 Debt 1,506 1,754 2,897 5,000 8,087 Preferred Equity 63 - 1,059 - 2,666 Noncontrolling Interest 69 - - - - Cash (8) ( 8) (4) ( 128) (933) Enterprise Value $4,382 $3,608 $5,682 $16,070 $20,471 Enterprise Value / 2023E EBITDA 9.6 x 9.3 x 7.4 x 10.3 x 8.1 x 8.7 x 2024E EBITDA 9.2 x 8.6 x 7.2 x 9.9 x 7.8 x 8.2 x 2025E EBITDA 9.3 x 8.7 x 6.9 x 9.6 x 8.0 x 8.4 x Valuation Metrics LQA Yield 6.4% 9.6% 10.3% 7.6% 7.0% 8.6% 2023E Yield 6.4% 9.7% 10.3% 7.6% 7.0% 8.6% 2024E Yield 6.4% 10.0% 10.3% 7.7% 8.0% 9.0% 2025E Yield 6.4% 10.7% 10.3% 7.7% 9.0% 9.6% 2023E DCF Yield 12.1% 14.1% 23.7% 11.1% 14.7% 14.4% 2024E DCF Yield 12.7% 16.6% 23.3% 11.6% 17.4% 17.0% 2025E DCF Yield 13.1% NA 24.4% 12.1% 17.0% 17.0% 2023E FCF Yield 11.9% 10.7% 16.8% 10.1% 11.1% 10.9% 2024E FCF Yield 12.7% 14.0% 16.4% 10.8% 13.8% 13.9% 2025E FCF Yield 13.1% NA 17.5% 11.3% 13.4% 13.4% 2023E EPS $2.08 $3.91 $1.81 $5.08 $1.22 $3.91 2024E EPS 2.36 4.67 1.43 5.22 1.39 4.67 2025E EPS 2.44 4.89 1.59 5.46 1.32 4.89 Coverage 2023E Coverage 1.87 x 1.46 x 2.31 x 1.46 x 2.10 x 1.78 x 2024E Coverage 1.97 x 1.66 x 2.27 x 1.51 x 2.18 x 1.92 x 2025E Coverage 2.03 x NA 2.38 x 1.56 x 1.89 x 1.89 x Credit Statistics Debt / 2022A EBITDA 3.6 x 5.6 x 4.0 x 3.5 x 3.2 x 3.7 x Debt / 2023E EBITDA 3.3 x 4.5 x 3.8 x 3.2 x 3.2 x 3.5 x Debt + Pref / 2023A EBITDA 3.8 x 5.6 x 5.5 x 3.5 x 4.3 x 4.9 x Debt + Pref / 2023E EBITDA 3.4 x 4.5 x 4.5 x 3.2 x 3.7 x 4.1 x Source: DINO Management, Company filings, FactSet, Wall Street research and investor presentations as of 8/11/2023. HEP balance sheet data reflects Q2 2023 10-Q filing. 1. Magellan unaffected share price as of 5/12/2023 prior to Oneok acquisition. 13


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