8-K

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): October 11, 2011 (October 10, 2011)

HOLLY ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-32225	20-0833098
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2828 N. Harwood, Suite 1300 Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

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 7.01. Regulation FD Disclosure.

On October 10, 2011, Holly Energy Partners, L.P. (the “Partnership”) and HollyFrontier Corporation (“HollyFrontier”) issued a joint press release announcing a non-binding agreement in principle for the acquisition by the Partnership from HollyFrontier of certain pipeline, tankage, loading rack and crude receiving assets located at HollyFrontier’s El Dorado, Kansas and Cheyenne, Wyoming refineries for $340 million. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.

In accordance with General Instruction B.2. of Form 8-K, the information furnished in this report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or otherwise subject to the liabilities of that section, unless the Partnership specifically incorporates it by reference in a document filed under the Exchange Act or the Securities Act of 1933. By filing this report on Form 8-K and furnishing this information, the Partnership makes no admission as to the materiality of any information in this report, including Exhibit 99.1, or that any such information includes material investor information that is not otherwise publicly available.

The information contained in this report on Form 8-K, including the information contained in Exhibit 99.1, is intended to be considered in the context of the Partnership’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Partnership may make, by press release or otherwise from time to time. The Partnership disclaims any current intention to revise or update the information contained in this report, including the information contained in Exhibit 99.1, although the Partnership may do so from time to time as its management believes is warranted. Any such updating may be made through the furnishing or filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 — Press release of the Partnership issued October 10, 2011.*

* Furnished herewith.

SIGNATURES

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.

HOLLY ENERGY PARTNERS, L.P.
By:	HEP Logistics Holdings, L.P.
	its General Partner
	By:	Holly Logistic Services, L.L.C.
		its General Partner
		By:	/s/ Douglas S. Aron
			Executive Vice President and
			Chief Financial Officer

Date: October 11, 2011

EXHIBIT INDEX

Exhibit
Number	Exhibit Title
99.1	— Press release of the Partnership issued October 10, 2011.*

* Furnished herewith.

EX-99.1

Exhibit 99.1

HollyFrontier Corporation and Holly Energy Partners Announce Agreement in Principle for Acquisition of Pipeline and Tankage Assets
10/10/2011

DALLAS, TX — HollyFrontier Corporation (NYSE:HFC) and Holly Energy Partners, L.P. (NYSE:HEP) today announced that their respective Boards of Directors have approved, subject to the execution of definitive agreements and other customary closing conditions, the acquisition by Holly Energy Partners, L.P. (Holly Energy) from HollyFrontier Corporation (HollyFrontier) of certain pipeline, tankage, loading rack and crude receiving assets located at HollyFrontier’s El Dorado, Kansas and Cheyenne, Wyoming refineries for $340 million.

The purchase price of $340 million is expected to be paid in promissory notes with an aggregate original principal amount of $150 million and approximately 3.8 million Holly Energy common units valued at $190 million based upon the volume-weighted average price for the 10 trading days which ended October 7, 2011.

In connection with the closing of the proposed transaction, HollyFrontier and Holly Energy expect to enter into 15-year throughput agreements containing minimum annual revenue commitments from HollyFrontier. Holly Energy expects that this acquisition will result in an estimated $47 million of incremental annual revenue and that the transaction will be accretive to unit holders.

Both HollyFrontier and Holly Energy expect the proposed transaction will close in November, after the anticipated record date for third quarter 2011 distributions for Holly Energy common units.

These assets being acquired consist of:

• the following assets located at HollyFrontier’s El Dorado refinery:

• approximately 3.7 million barrels of hydrocarbon storage tanks;

• one refined products truck loading rack and one propane truck loading rack; and

• related refined product pipeline connections;

• the following assets located at HollyFrontier’s Cheyenne refinery:

• approximately 1.8 million barrels of hydrocarbon storage tanks;

• one refined products truck loading rack, two propane loading spots, and three crude oil LACTs; and

• a crude receiving pipeline.

About Holly Energy Partners L.P.:

Holly Energy, headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, tankage and terminal services to the petroleum industry, including HollyFrontier, a subsidiary of which currently owns a 34% interest (which includes a 2% general partner interest) in Holly Energy. If the transaction described in this release closes as anticipated, subsidiaries of HollyFrontier Corporation will own a 44% interest (including a 2% general partner interest) in Holly Energy. Holly Energy owns and operates petroleum product and crude pipelines, tankage, terminals and loading facilities located in Texas, New Mexico, Arizona, Oklahoma, Washington, Idaho and Utah and will, following the anticipated closing of the transactions described in this release, own similar assets in Kansas and Wyoming. In addition, Holly Energy owns a 25% interest in SLC Pipeline LLC, a transporter of crude oil in the Salt Lake City area.

Information about Holly Energy Partners L.P. may be found on its website at http://www.hollyenergy.com.

About HollyFrontier Corporation

HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier Corporation operates through its subsidiaries a 135,000 barrels per stream day (“bpsd”) refinery located in El Dorado, Kansas, a 125,000 bpsd refinery in Tulsa, Oklahoma, a 100,000 bpsd refinery located in Artesia, New Mexico, a 52,000 bpd refinery located in Cheyenne, Wyoming and a 31,000 bpsd refinery in Woods Cross, Utah. HollyFrontier markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. Subsidiaries of HollyFrontier also own a 34% interest (including the general partner interest) in Holly Energy. If the transaction described in this release closes as anticipated, subsidiaries of HollyFrontier will own a 44% interest (including a 2% general partner interest) in Holly Energy.

Information about HollyFrontier Corporation may be found on its website at http://www.hollyfrontier.com.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “will,” “intend,” “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 and those of Holly Energy’s general partner using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Although we and Holly Energy’s general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor Holly Energy’s general partner can give assurance that our expectations will prove to be correct. Such statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:

• risks and uncertainties with respect to the actual quantities of petroleum products and crude oil shipped on Holly Energy’s pipelines and/or terminalled in Holly Energy’s terminals;

• the economic viability of HollyFrontier Corporation, Alon USA, Inc. and Holly Energy’s other customers;

• the demand for refined petroleum products in markets HollyFrontier and Holly Energy serve;

• HollyFrontier’s and Holly Energy’s ability to successfully purchase and integrate additional operations in the future;

• HollyFrontier’s and Holly Energy’s ability to complete previously announced or contemplated acquisitions;

• the availability and cost of additional debt and equity financing;

• the possibility of reductions in production or shutdowns at HollyFrontier refineries, including refineries utilizing Holly Energy’s pipeline and terminal facilities;

• the effects of current and future government regulations and policies;

• HollyFrontier’s and Holly Energy’s operational efficiency in carrying out routine operations and capital construction projects;

• the possibility of terrorist attacks and the consequences of any such attacks;

• general economic conditions; and

• other financial, operations and legal risks and uncertainties detailed from time to time in HollyFrontier’s and Holly Energy’s Securities and Exchange Commission filings.

The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

FOR FURTHER INFORMATION, Contact:

M. Neale Hickerson,
Vice President-Investor Relations,
HollyFrontier Corporation / Holly Energy Partners
214-871-3555