EX-99.(C)(2)(B) 3 d555932dex99c2b.htm EX-99.(C)(2)(B) EX-99.(C)(2)(B)

Exhibit (c)(2)(B) Board Presentation July 19, 2023


Apple | Proposal Summaries Spot Price Initial Offer Initial Offer Counteroffer Undisturbed Price Current Price Current Price as of 5/3/23 as of 7/14/23 as of 7/14/23 DINO Spot Price $41.91 $46.21 $46.21 Exchange Ratio 0.3714x 0.3714x 0.3714x Stock Consideration per Unit $15.57 $17.16 $17.16 Cash Consideration per Unit - - 7.00 Total Consideration per Unit $15.57 $17.16 $24.16 Implied Exchange Ratio 0.3714x 0.3714x 0.5229x (1) Premium / (Discount) to Undisturbed Spot Price as of 5/3/23 (2.2%) 7.8% 51.8% (2) Premium / (Discount) to Spot Price as of 7/14/23 (17.5%) (9.0%) 28.0% Total Unaffiliated Units Outstanding (mm) 67.0 67.0 67.0 Total Stock Consideration ($mm) $1,042 $1,149 $1,149 Total Cash Consideration ($mm) - - 469 Total Consideration ($mm) $1,042 $1,149 $1,618 Total DINO Shares Issued (mm) 24.9 24.9 24.9 30-Day VWAP Initial Offer Initial Offer Counteroffer Undisturbed Price Current Price Current Price as of 5/3/23 as of 7/14/23 as of 7/14/23 DINO 30-Day VWAP $45.97 $44.62 $44.62 Exchange Ratio 0.3714x 0.3714x 0.3714x Stock Consideration per Unit $17.07 $16.57 $16.57 Cash Consideration per Unit - - 7.00 Total Consideration per Unit $17.07 $16.57 $23.57 Implied Exchange Ratio 0.3714x 0.3714x 0.5283x (3) Premium / (Discount) to Undisturbed 30-Day VWAP as of 5/3/23 - (2.9%) 38.1% (4) Premium / (Discount) to 30-Day VWAP as of 7/14/23 (6.4%) (9.2%) 29.2% Total Unaffiliated Units Outstanding (mm) 67.0 67.0 67.0 Total Stock Consideration ($mm) $1,143 $1,110 $1,110 Total Cash Consideration ($mm) - - 469 Total Consideration ($mm) $1,143 $1,110 $1,579 Total DINO Shares Issued (mm) 24.9 24.9 24.9 1. Undisturbed Spot Price as of 5/3/23: $15.92 per unit. 2. Spot Price as of 7/14/23: $18.87 per unit. 3. Undisturbed 30-Day VWAP as of 5/3/23: $17.07 per unit. 4. 30-Day VWAP as of 7/14/23: $18.24 per unit. 1


HEP | Relative Trading Performance Trading Performance: Last Twelve Months Recent Trading HEP - Peer (2) HEP Peer AMZ MLP (3) (1) Performance Median Adj. HEP - AMZ Adj. Median Index 30-Day 7.2% 6.6% 3.8% 6.8% (2.7%) 0.5% 2.1% 6.5% 0.5% 3.3% OKE/MMP Announcement (5/12/2023) 14.6% 1.2% 6.8% 15.4% 24.0% 9.9% - 13.4% 13.4% 7.9% Initial Offer Announcement (5/3/23) 18.5% 4.0% 11.3% 10.3% 14.6% 10.6% 1.0% 16.0% 14.6% 7.2% (10.9%) YTD 4.1% (10.8%) (3.2%) 14.9% 7.6% 10.4% 21.9% 14.9% 7.3% 8.5% 16.6% (6.1%) (7.2%) 7.3% 22.6% 15.8% 45.6% 22.6% 23.8% 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 7/14/2023. 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) Counter (VWAP) (1) 0.5283x Counter (Spot) (2) 0.5229x Current 0.4084x Initial Offer 0.3714x 1-Year VWAP 0.3550x Implied Premium Analysis Implied Premium / Discount to Heads-Up Historical Prices / Heads-Up Exchange Ratio HEP DINO Exchange $17.16 $18.87 $20.76 $22.64 $24.16 $24.53 0.3714x 0.4084x 0.4492x 0.4900x 0.5229x 0.5309x (3) Period ($/unit) ($/share) Ratio (9.0%) - 10.0% 20.0% 28.0% 30.0% (9.0%) - 10.0% 20.0% 28.0% 30.0% Current (7/14/2023) $18.87 $46.21 0.4084x (9.0%) - 10.0% 20.0% 28.0% 30.0% (9.0%) - 10.0% 20.0% 28.0% 30.0% Undisturbed Price (5/3/2023) $15.92 $41.91 0.3799x 7.8% 18.5% 30.4% 42.2% 51.8% 54.1% (2.2%) 7.5% 18.3% 29.0% 37.7% 39.8% Offer Price (30-day VWAP as of 5/3/2023) $17.07 $45.97 0.3714x 0.5% 10.5% 21.6% 32.6% 41.5% 43.7% (0.0%) 9.9% 20.9% 31.9% 40.8% 42.9% 5-Day VWAP $18.96 $46.39 0.4086x (9.5%) (0.4%) 9.5% 19.5% 27.5% 29.4% (9.1%) (0.1%) 9.9% 19.9% 28.0% 29.9% 10-Day VWAP $18.71 $45.70 0.4093x (8.3%) 0.9% 11.0% 21.0% 29.2% 31.1% (9.3%) (0.2%) 9.7% 19.7% 27.7% 29.7% 20-Day VWAP $18.37 $44.75 0.4106x (6.6%) 2.7% 13.0% 23.3% 31.5% 33.5% (9.5%) (0.5%) 9.4% 19.4% 27.4% 29.3% 30-Day VWAP $18.24 $44.62 0.4089x (5.9%) 3.4% 13.8% 24.1% 32.5% 34.5% (9.2%) (0.1%) 9.9% 19.9% 27.9% 29.8% 60-Day VWAP $17.53 $42.91 0.4086x (2.1%) 7.6% 18.4% 29.2% 37.8% 39.9% (9.1%) (0.0%) 9.9% 19.9% 28.0% 29.9% 1-Year VWAP $17.84 $50.26 0.3550x (3.8%) 5.8% 16.3% 26.9% 35.4% 37.5% 4.6% 15.0% 26.5% 38.0% 47.3% 49.5% 2-Year VWAP $17.84 $43.71 0.4081x (3.8%) 5.8% 16.4% 26.9% 35.5% 37.5% (9.0%) 0.1% 10.1% 20.1% 28.1% 30.1% 5-Year VWAP $19.12 $41.64 0.4593x (10.3%) (1.3%) 8.5% 18.4% 26.4% 28.3% (19.1%) (11.1%) (2.2%) 6.7% 13.8% 15.6% 52-Week High $19.72 $66.19 0.2979x (13.0%) (4.3%) 5.3% 14.8% 22.5% 24.4% 24.7% 37.1% 50.8% 64.5% 75.5% 78.2% Research Analyst Target $19.50 $57.00 0.3421x (12.0%) (3.2%) 6.4% 16.1% 23.9% 25.8% 8.6% 19.4% 31.3% 43.2% 52.8% 55.2% Source: FactSet as of 7/14/2023. 1. Reflecting 0.3714x exchange ratio on DINO’s 30-day VWAP of $44.62 as of 7/14/2023 plus $7.00 cash per unit. (4) (2) Initial Offer Counteroffer 2. Reflecting 0.3714x exchange ratio on DINO’s share price of $46.21 as of 7/14/2023 plus $7.00 cash per unit. 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. 4. Initial offer of $17.16 per unit reflecting 0.3714x exchange ratio on DINO’s share price of $46.21 as of 7/14/2023. Initial offer equal to $17.07 based on 30-day VWAP as of undisturbed date of 5/3/2023. 3 Better for HEP Better for DINO


HEP | Relative Valuation EV / EBITDA Debt + Pref. / EBITDA 2022A 2023E 2023E-2025E Debt + Pref. / 2022A EBITDA 1.7% 2.5% 3.3% 3.3% 0.8% EBITDA CAGR Median: 4.9x 4.1x Debt + Pref. / 2023E EBITDA 7.0x 2023E 2024E 2025E EV / 2023E EBITDA 5.9x Median: 9.2x 8.7x 8.8x 6.0x 5.5x EV / 2024E EBITDA 12.0x 4.9x 10.5x 10.2x 10.2x 5.0x 10.0x EV / 2025E EBITDA 9.5x 10.0x 9.6x 4.4x 4.3x 8.7x 8.4x 8.4x 3.7x 8.2x 8.1x 7.9x 4.0x 3.7x 7.8x 7.9x 7.7x 3.6x 8.0x 3.3x 3.3x 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 1.2x 2.2x 1.6x Coverage Median: 10.8% 12.6% 14.0% 2024E Levered FCF Yield 20% 12.0% Median: 8.0% 2025E Levered FCF Yield 9.3% 15.1% 14.6% 14.6% 14.1% 15% 13.8% 14.0% 13.8% 9.0% 7.9% 7.4% 7.6% 7.5% 12.0% 11.9% 11.5% 10.9% 10.6% 9.7% 10% 8.8% 6.0% 5% 3.0% NA 0.0% 0% Source: HEP per DINO Management forecast. Peers per Public filings, FactSet, and Wall Street research as of 7/14/2023. Magellan share price as of the unaffected date of the Oneok acquisition, 5/12/2023. 4


HEP | Indicative Purchase Price Ratio Analysis Indicative Purchase Price Ratio Analysis (1) (2) Initial Offer Counteroffer ($ in millions, except per share data) DINO SQ HEP SQ 6/30/23E 6/30/23E Illutrative Purchase Price Price as of 7/14/23 $46.21 $18.87 $17.16 $19.81 $20.76 $21.70 $22.64 $23.59 $24.16 $24.53 Implied Premium / (Discount) to HEP Spot Price as of 7/14/23 (9%) 5% 10% 15% 20% 25% 28% 30% 126.6 Diluted Shares / Units Oustanding 194.1 126.6 126.6 126.6 126.6 126.6 126.6 126.6 126.6 Total Equity Value $8,971 $2,389 $2,173 $2,508 $2,628 $2,747 $2,867 $2,986 $3,059 $3,106 Total Debt (Consolidated) 3,199 1,492 1,492 1,492 1,492 1,492 1,492 1,492 1,492 1,492 Preferred Equity - 62 62 62 62 62 62 62 62 62 Non-Controlling Interest 1,261 69 69 69 69 69 69 69 69 69 Cash (Consolidated) (1,500) (15) (15) (15) (15) (15) (15) (15) (15) (15) Enterprise Value $11,931 $3,997 $3,781 $4,116 $4,236 $4,355 $4,474 $4,594 $4,667 $4,713 Public Units Outstanding 67.0 67.0 67.0 67.0 67.0 67.0 67.0 67.0 67.0 Total Value of Public Units $1,264 $1,149 $1,327 $1,390 $1,453 $1,516 $1,580 $1,618 $1,643 Implied Exchange Ratio 0.4084x 0.3714x 0.4288x 0.4492x 0.4696x 0.4900x 0.5104x 0.5229x 0.5309x Precedent Premium Premium / Discount to: Median Mean Current 7/14/23 - - (9.0%) 5.0% 10.0% 15.0% 20.0% 25.0% 28.0% 30.0% 12.6% 13.9% Unaffected Price 10.3% 18.5% 7.8% 24.5% 30.4% 36.3% 42.2% 48.2% 51.8% 54.1% 52-Week High (30.2%) (1.3%) (10.3%) 3.6% 8.5% 13.5% 18.4% 23.3% 26.4% 28.3% Research Analyst Target (18.9%) (3.2%) (12.0%) 1.6% 6.4% 11.3% 16.1% 21.0% 23.9% 25.8% Trading Comparables DINO SQ HEP SQ Peer Peer Transaction (3) (3) Median Mean Comparables Enterprise Value as a Multiple of: Data Data EBITDA 2023E $3,030 3.9x $458 8.7x 8.3x 9.0x 9.3x 9.5x 9.8x 10.0x 10.2x 10.3x 9.2x 9.2x 10.1x 2024E 2,662 4.5x 477 8.4x 7.9x 8.6x 8.9x 9.1x 9.4x 9.6x 9.8x 9.9x 8.7x 8.8x 10.1x 2025E 2,698 4.4x 474 8.4x 8.0x 8.7x 8.9x 9.2x 9.4x 9.7x 9.9x 10.0x 8.8x 8.8x Equity Value as a Multiple of: Earnings per Share 2023E $8.77 5.3x $2.08 9.1x 8.3x 9.5x 10.0x 10.5x 10.9x 11.4x 11.6x 11.8x 12.4x 12.7x 2024E 7.27 6.4x 2.36 8.0x 7.3x 8.4x 8.8x 9.2x 9.6x 10.0x 10.3x 10.4x 10.8x 11.5x 2025E 7.43 6.2x 2.44 7.7x 7.0x 8.1x 8.5x 8.9x 9.3x 9.7x 9.9x 10.0x 10.7x 11.4x Yield Analysis: Dividends LQA $1.80 3.9% $1.40 7.4% 8.2% 7.1% 6.7% 6.5% 6.2% 5.9% 5.8% 5.7% 7.7% 8.0% 2023E 1.80 3.9% 1.40 7.4% 8.2% 7.1% 6.7% 6.5% 6.2% 5.9% 5.8% 5.7% 2024E 1.80 3.9% 1.40 7.4% 8.2% 7.1% 6.7% 6.5% 6.2% 5.9% 5.8% 5.7% 2025E 1.80 3.9% 1.40 7.4% 8.2% 7.1% 6.7% 6.5% 6.2% 5.9% 5.8% 5.7% YE Leverage Total Debt / EBITDA 2022A $3,199 0.7x $1,492 3.6x 3.6x 3.6x 3.6x 3.6x 3.6x 3.6x 3.6x 3.6x 4.9x 4.8x 2023E 3,199 1.1x 1,492 3.3x 3.3x 3.3x 3.3x 3.3x 3.3x 3.3x 3.3x 3.3x 4.1x 4.1x Source: Projections per DINO Management. Market data as of 7/14/2023. Balance sheet data per DINO estimates of 6/30/2023. 1. Initial offer of $17.16 per unit reflecting 0.3714x exchange ratio on DINO’s share price of $46.21 as of 7/14/2023. Initial offer equal to $17.07 based on 30-day VWAP as of undisturbed date of 5/3/2023. 2. Counteroffer of $24.16 per unit reflecting 0.3714x exchange ratio on DINO’s share price of $46.21 as of 7/14/2023 plus $7.00 cash per unit. 3. Peers include DKL, MMP, NS and PAA. 5


Appendix


DINO | Comparable Companies DINO Trading Comparables ($ in millions, except per share values) Peer Median Stock Price as of 7/14/2023 $46.21 $118.41 $100.46 $113.48 $39.90 $30.74 $23.09 $26.85 Diluted Shares Outstanding 194 428 464 362 131 103 68 63 Total Equity Value $8,971 $50,629 $46,587 $41,025 $5,223 $3,161 $1,578 $1,681 Total Debt 3,199 27,659 18,730 11,431 1,469 1,597 2,840 550 Cash 1,500 11,452 6,705 5,521 1,616 601 885 661 Net Debt 1,699 16,207 12,025 5,910 (147) 996 1,954 (111) (1) Minority Interest 1,261 12,200 -- -- -- 564 481 -- Enterprise Value $11,931 $79,036 $58,612 $46,935 $5,077 $4,721 $4,014 $1,570 Enterprise Value to: 2023E EBITDA 3.9x 4.8x 5.2x 3.5x 2.3x 4.6x 4.3x 3.0x 4.3x 2024E EBITDA 4.5x 6.7x 6.0x 5.1x 2.9x 6.4x 5.4x 3.9x 5.4x 2025E EBITDA 4.4x 7.2x 6.3x 5.9x 3.7x 6.3x 6.1x 5.1x 6.1x 2023E EBIT 4.1x 6.2x 6.1x 4.4x 3.0x 6.0x 7.1x 3.9x 6.0x 2024E EBIT 4.6x 9.2x 7.0x 6.9x 4.4x 8.7x 10.9x 6.1x 7.0x 2025E EBIT 4.6x 10.4x 7.5x 8.4x 6.5x 9.7x 15.1x 8.5x 8.5x Equity Value to: 2023E CFFO 4.6x 4.0x 5.5x 3.9x 3.1x 3.8x 2.5x 3.7x 3.8x 2024E CFFO 4.9x 4.8x 5.8x 5.0x 3.8x 5.8x 3.2x 4.7x 4.8x 2025E CFFO 4.8x 4.9x 6.0x 5.4x 4.2x 8.5x 3.4x 5.6x 5.4x 2023E Net Income 5.3x 6.3x 7.1x 5.2x 4.5x 7.8x 6.9x 4.8x 6.3x 2024E Net Income 6.4x 9.0x 8.4x 8.7x 6.4x 14.3x 15.4x 8.7x 8.7x 2025E Net Income 6.2x 10.2x 8.4x 10.3x 8.9x 15.7x 25.4x 11.8x 10.3x Source: DINO Management, Company filings, FactSet, Wall Street research and investor presentations as of 7/14/2023. DINO balance sheet data per management estimates of 6/30/2023. 1. Reflects market value of public interest in MLP. Does not include preferred equity held by subsidiaries. 6


HEP | Comparable Companies HEP Trading Comparables ($ in millions except per unit data) Peer Median (1) Unit Price as of 7/14/23 $18.87 $52.01 $17.22 $55.41 $14.34 % of 52-week high (Close) 96% 83% 98% 98% 97% 98% Fully Diluted Units Outstanding 127 44 111 202 698 Total Equity Value $2,389 $2,266 $1,910 $11,198 $10,015 Debt 1,492 1,717 3,094 5,112 8,041 Preferred Equity 62 - 1,199 - 2,666 Noncontrolling Interest 69 - - - - Cash (15) ( 11) ( 5) (7) (526) Enterprise Value $3,997 $3,972 $6,198 $16,303 $20,196 Enterprise Value / 2023E EBITDA 8.7 x 10.2 x 8.2 x 10.5 x 8.1 x 9.2 x 2024E EBITDA 8.4 x 9.5 x 7.9 x 10.2 x 7.8 x 8.7 x 2025E EBITDA 8.4 x 9.6 x 7.7 x 10.0 x 7.9 x 8.8 x Valuation Metrics LQA Yield 7.42% 7.88% 9.29% 7.56% 7.46% 7.72% 2023E Yield 7.42% 7.96% 9.29% 7.60% 7.46% 7.78% 2024E Yield 7.42% 8.25% 9.29% 7.67% 8.51% 8.38% 2025E Yield 7.42% 8.77% 9.29% 7.74% 9.55% 9.03% 2023E DCF Yield 13.89% 11.59% 19.64% 11.05% 16.05% 13.82% 2024E DCF Yield 14.61% 13.68% 20.05% 11.46% 18.45% 16.06% 2025E DCF Yield 15.09% NA 20.26% 11.79% 17.97% 17.97% 2023E FCF Yield 13.76% 8.76% 12.04% 9.73% 11.86% 10.80% 2024E FCF Yield 14.61% 11.47% 13.77% 10.57% 14.61% 12.62% 2025E FCF Yield 15.09% NA 13.98% 10.89% 14.13% 13.98% 2023E EPS $2.08 $3.91 $1.14 $5.03 $1.24 $3.91 2024E EPS 2.36 4.67 1.20 5.26 1.42 4.67 2025E EPS 2.44 4.89 1.22 5.42 1.34 4.89 Coverage 2023E Coverage 1.87 x 1.46 x 2.11 x 1.45 x 2.15 x 1.78 x 2024E Coverage 1.97 x 1.66 x 2.16 x 1.49 x 2.17 x 1.91 x 2025E Coverage 2.03 x NA 2.18 x 1.52 x 1.88 x 1.88 x Credit Statistics Debt / 2022A EBITDA 3.6 x 5.5 x 4.3 x 3.6 x 3.2 x 3.9 x Debt / 2023E EBITDA 3.3 x 4.4 x 4.1 x 3.3 x 3.2 x 3.7 x Debt + Pref / 2023A EBITDA 3.7 x 5.5 x 5.9 x 3.6 x 4.3 x 4.9 x Debt + Pref / 2023E EBITDA 3.3 x 4.4 x 4.9 x 3.3 x 3.7 x 4.1 x Source: DINO Management, Company filings, FactSet, Wall Street research and investor presentations as of 7/14/2023. HEP balance sheet data per management estimates of 6/30/2023. 1. Magellan unaffected share price as of 5/12/2023 prior to Oneok acquisition. 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 3% (3) Current: $55.41 $70.00 0.35 $64.00 Current: $52.01 0.3 $60.00 0.25 Current: Current: $50.00 $47.00 $14.34 $17.22 0.2 16% $40.00 0.15 12% 10% Median 0.1 $30.00 Price 6% 6% Target: 0.05 $19.50 $19.00 $19.00 $20.00 $20.00 $18.00 $20.00 $16.00 0 Current 1% HEP: $10.00 $18.87 -0.05 (10%) (5%) $0.00 -0.1 Analyst 1 Analyst 2 Analyst 3 Analyst 4 5/6/2023 5/4/2023 5/4/2023 4/3/2023 Analyst Recommendation 0 2 1 4 Buy ✓ 1 3 4 2 Hold ~ 0 1 1 0 Sell OO 1 6 6 6 Source: FactSet as of 7/14/2023. 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 21% Current: Current: Current: Current: Current: Current: Current: $118.41 $100.46 $113.48 $30.74 $23.09 $39.90 $26.65 $146.00 $121.50 $145.00 0.7 $80.00 $70.00 0.6 $62.00 Median Analyst: $59.00 $59.00 $60.00 $56.00 $56.00 $57.00 $55.00 0.5 $50.00 $47.00 $48.00 $50.00 0.4 $42.00 $43.00 Current $40.00 DINO: 28% 0.3 $46.21 $31.00 34% 23% $29.00 23% $30.00 21% $26.00 19% 25% 18% 0.2 28% 15% $20.00 Peers 13% 21% Median: 17% 0.1 $10.00 8% 0 $0.00 4% Analyst 1 Analyst 2 Analyst 3 Analyst 4 Analyst 5 Analyst 6 Analyst 7 Analyst 8 Analyst 9 Analyst 10 6/9/23 6/7/23 6/1/23 6/1/23 5/23/23 5/16/23 5/12/23 5/4/23 5/5/23 4/7/23 Analyst Recommendation 9 7 9 0 1 2 3 Buy ✓✓✓✓✓✓✓ 2 3 2 3 5 6 1 Hold ~ ~ 0 0 0 0 2 0 0 Sell O Source: FactSet as of 7/14/2023. 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 Acquirer Target Offered Offered Price 1-Day 1-Day EBITDA Consideration Process Value ($MM) 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 Selected MLP Transactions From 2016 - 2023 YTD Mean 3.0% 13.9% 15.0% 7.5% 10.0% 10.7x Median 0.9% 12.6% 12.4% 5.8% 9.2% 10.1x High 20.1% 41.3% 42.8% 40.9% 40.7% 29.6x Low (4.6%) (8.6%) (8.1%) (8.6%) (8.1%) 4.6x Selected 100% Stock MLP Transactions From 2016 - 2023 YTD Mean 1.9% 10.8% 12.8% 6.0% 8.8% 10.4x Median 0.0% 9.4% 12.9% 3.9% 8.4% 9.7x High 5.4% 28.1% 29.1% 28.1% 29.1% 29.6x Low (1.1%) (1.1%) (8.1%) (3.3%) (8.1%) 4.6x Selected MLP Transactions From 2021 - 2023 YTD Mean 1.8% 24.2% 22.4% 9.4% 13.7% 9.6x Median 0.0% 21.6% 21.1% 5.5% 9.3% 9.7x High 13.4% 41.3% 42.8% 40.9% 40.7% 12.6x 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. 4. Reflects DINO management estimates of balance sheet data for 6/30/2023. 11


Proposed OKE / MMP Transaction Summary Transaction Summary 1-Day Trading Performance — On May 14, 2023, ONEOK, Inc. (“ONEOK”) announced that it will Buyers Targets acquire all outstanding units of Magellan Midstream Partners, L.P. (“Magellan”) for ~$18.8bn, including assumed debt 15.0% 8.0% ¡ Consideration will consist of $25.00 in cash and 0.6670 shares of ONEOK common stock for each outstanding Magellan common unit 4.0% 12.0% Transaction & ¡ Implied premium of ~22% to Magellan’s closing share price Purchase Price th on Friday, May 12 (~15% premium based on ONEOK’s 0.0% 9.0% th closing sharing price on Monday, May 15 ) (0.6%) ¡ ONEOK has secured $5.25 billion of fully-committed bridge (4.0%) 6.0% financing for the proposed cash consideration (a Notes offering is expected prior to closing) (8.0%) ¡ Transaction expected to close in Q3 2023 3.0% (9.1%) — Expected to be accretive to earnings per share beginning in 2024 (12.0%) 0.0% with EPS accretion of 3-7% per year in 2025-2027 — Expected to be free cash flow per share accretive, averaging more than 20% 2024-2027 Transaction — Forecasted synergies are expected to total at least $200mm Consequences annually, with potential to move as high as $400mm MMP Enterprise Value Build & Multiples — Benefit from the tax basis step-up has an estimated total value of ($ in millions) ~$3.0bn 5/12/23 Close Offer Price 5/15/23 Close Share Price $55.41 $55.41 $62.61 — Pro forma 2024 year-end Net Debt / EBITDA of ~4.0x Implied Premium to 5/12/2023 Close - 21.8% 14.9% Offer Price $55.41 $67.50 $63.65 — Adds a leading, and primarily fee-based, refining products and Units Outstanding 202 202 202 crude oil transportation business to ONEOK Equity Value $11,198 $13,642 $12,864 (1) — Complementary and diversified asset positions, presenting Plus: Debt 5,112 5,112 5,112 significant potential for enhanced customer product offerings and Less: Cash (7) (7) (7) increased international export opportunities Enterprise Value $16,303 $18,747 $17,969 Disclosed MMP — Expected immediate financial benefits, including cost, operational, Enterprise Value as a Mult. of: Statistic Rationale and tax synergies, supporting meaningful expected accretion 2024E EBITDA $1,599 10.2x 11.7x 11.2x — A significant increase in free cash flow, which provides additional 2025E EBITDA 1,630 10.0x 11.5x 11.0x cash for debt reduction, growth capital, and value returned to (2) 2024E EBITDA Adj. for Synergies $1,899 8.6x 9.9x 9.5x (2) shareholders through dividends and/or repurchasing shares 2025E EBITDA Adj. for Synergies 1,930 8.4x 9.7x 9.3x — Strong IG credit ratings with enhanced scale and diversification Equity Value as a Mult. of: 2024E DCF $1,283 11.5% 9.4% 10.0% — $275mm breakup fee Other Key 2025E DCF 1,320 11.8% 9.7% 10.3% Merger — Magellan will be merged into a newly created 100% wholly-owned Agreement Items subsidiary of ONEOK Source: Company filings, Wall Street Research, and FactSet. 1. Includes $112mm in long-term lease liabilities. 2. Assumes $300mm in synergies. Excludes tax savings. 12 PAA 5.2% ET 1.5% TRP 0.7% ENB 0.5% EPD 0.1% KMI OKE MMP 13.0% CEQP 8.6% PAA 5.2% NS 4.1% KNTK 3.6% WES 2.6% HEP 2.1% DTM 1.8% TRGP 1.3%


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