8-K

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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):

March 18, 2013 (March 18, 2013)

HOLLY ENERGY PARTNERS, L.P. (Exact name of registrant as specified in its charter)
Delaware	001-32225	20-0833098
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2828 N. Harwood, Suite 1300, Dallas, Texas 75201

(Address of Principal Executive Offices)

(214) 871-3555

(Registrant’s telephone number, including area code)

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:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

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Item 7.01. Regulation FD Disclosure.

On March 18, 2013, Holly Energy Partners, L.P. (the “Partnership”) issued a press release announcing an underwritten public offering of common units representing its limited partner interests. A copy of the press release is furnished as Exhibit 99.1.

This report on Form 8-K and the press release furnished as Exhibit 99.1 shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein or therein, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of the Partnership issued March 18, 2013.*

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* 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 hereunto 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:    March 18, 2013

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of the Partnership issued March 18, 2013.*

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* Furnished herewith

EX-99.1

PRESS RELEASE

Holly Energy Partners, L.P. Announces Public Offering of Common Units

DALLAS, TX, March 18, 2013 — Holly Energy Partners, L.P. (NYSE: HEP) announced today that it intends to offer 1,875,000 common units representing limited partner interests in an underwritten public offering. In addition, HollyFrontier Corporation (NYSE: HFC) and certain of its affiliates are collectively offering 1,875,000 common units in the offering as selling unitholders. The underwriters are expected to be granted a 30-day option to purchase up to 281,250 additional common units from us and 281,250 additional common units from the selling unitholders. We intend to use the net proceeds from the offering by us to repay indebtedness incurred under our credit facility and for general partnership purposes. Amounts repaid under our credit facility may be reborrowed from time to time, and we intend to reborrow certain amounts to fund capital expenditures in connection with our expansion of our crude oil transportation system in southeastern New Mexico, which are currently estimated to be approximately $35 million to $40 million. Holly Energy Partners will not receive any of the proceeds from the common units sold by the selling unitholders.

Wells Fargo Securities, BofA Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities and J.P. Morgan are acting as joint book-running managers for the offering.

The offering is being made pursuant to an effective registration statement. The offering may be made only by means of a prospectus, copies of which may be obtained, when available, by sending a request to:

Wells Fargo Securities

Attn: Equity Syndicate Dept.

375 Park Avenue

New York, New York 10152

Telephone: +1-800-326-5897

E-mail: cmclientsupport@wellsfargo.com

BofA Merrill Lynch

222 Broadway, New York, NY 10038

Attn: Prospectus Department

E-mail: dg.prospectus_requests@baml.com

Citigroup

c/o Broadridge Financial Solutions

1155 Long Island Ave.

Edgewood, NY 11717

Telephone: +1-800-831-9146

E-mail: batprospectusdept@citi.com

Credit Suisse

c/o Credit Suisse Prospectus Department

One Madison Avenue

New York, NY 10010

Telephone: 1-800-221-1037

Email: newyork.prospectus@credit-suisse.com

Deutsche Bank Securities

Attention: Prospectus Department

60 Wall Street

New York, NY 10005-2836

Telephone: 1-800-503-4611

Email: prospectus.cpdg@db.com

J.P. Morgan

via Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, New York, New York 11717

Telephone: (866) 803-9204

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

About Holly Energy Partners, L.P.

Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, tankage and terminal services to the petroleum industry, including HollyFrontier Corporation, which currently owns 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, Utah, Kansas and Wyoming. In addition, Holly Energy owns a 75% interest in UNEV Pipeline, LLC, the owner of a Holly Energy operated refined products pipeline running from Salt Lake City, Utah to Las Vegas, Nevada, and related product terminals and a 25% interest in SLC Pipeline LLC, a 95-mile intrastate pipeline system serving refineries in the Salt Lake City, Utah area.

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

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,” “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

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and those of our 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 our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give assurance that our expectations will prove to be correct. All statements concerning our expectations for future results of operations are based on forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking 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 our pipelines and/or terminalled, stored or throughput in our terminals;

• the economic viability of HollyFrontier Corporation, Alon USA, Inc. and our other customers;

• the demand for refined petroleum products in markets we serve;

• our ability to successfully purchase and integrate additional operations in the future;

• our 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 refineries utilizing our pipeline and terminal facilities;

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

• our 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, operational and legal risks and uncertainties detailed from time to time in our 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:

Julia Heidenreich, Vice President, Investor Relations

M. Neale Hickerson, Investor Relations

Holly Energy Partners

214/954-6511

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