HollyFrontier Corporation Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Corporation

DALLAS–(BUSINESS WIRE)–HollyFrontier Corporation (NYSE: HFC) (“HollyFrontier” or the “Company”)
has been notified of an unsolicited mini-tender offer by TRC Capital
Corporation (“TRC”) to purchase up to 2,000,000 shares of Company common
stock, representing approximately 1.17% of the outstanding shares of
Company common stock. TRC’s offer price of $49.75 per share is
approximately 4.38% lower than the closing price per share on the New
York Stock Exchange of Company common stock on March 1, 2019, the last
trading day before the commencement of the offer. TRC’s unsolicited
mini-tender offer is also subject to a number of conditions, including
that TRC obtains sufficient financing.

HollyFrontier does not endorse TRC’s unsolicited mini-tender offer and
is not associated in any way with TRC, its mini-tender offer or its
mini-tender offer documents.

Because TRC’s offer price is below the current market value for shares
of Company common stock, HollyFrontier recommends that stockholders
reject this unsolicited offer and not tender their shares in response to
TRC’s offer, or, if stockholders have already tendered shares, that they
withdraw their shares by providing the written notice described in the
TRC mini-tender offer documents prior to the expiration of the offer,
currently scheduled for 12:01 a.m. (New York City time) on April 2, 2019.

Mini-tender offers, such as TRC’s offer, are not subject to many of the
disclosure and procedural requirements that apply to larger tender
offers under the rules of the U.S. Securities and Exchange Commission
(the “SEC”). As a result, mini-tender offers do not provide investors
with the same level of protection as provided by larger tender offers
under U.S. securities laws. The SEC has cautioned investors that some
bidders making mini-tender offers at below-market prices are “hoping
that they will catch investors off guard if the investors do not compare
the offer price to the current market price.” The SEC’s cautionary
advice to investors regarding these offers is on its website at: www.sec.gov/investor/pubs/minitend.htm.

HollyFrontier urges investors to obtain current market quotations for
their shares, to consult with their broker or financial advisor and to
exercise caution with respect to TRC’s offer.

HollyFrontier encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosure at: www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

HollyFrontier requests that a copy of this press release be included
with all distributions of materials relating to TRC’s mini-tender offer
related to shares of Company common stock.

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 owns and operates refineries located
in Kansas, Oklahoma, New Mexico, Wyoming and Utah and markets its
refined products principally in the Southwest U.S., the Rocky Mountains
extending into the Pacific Northwest and in other neighboring Plains
states. In addition, HollyFrontier produces base oils and other
specialized lubricants in the U.S., Canada and the Netherlands, and
exports products to more than 80 countries. HollyFrontier also owns a
57% limited partner interest and a non-economic general partner interest
in Holly Energy Partners, L.P., a master limited partnership that
provides petroleum product and crude oil transportation, terminalling,
storage and throughput services to the petroleum industry, including


HollyFrontier Corporation
Craig Biery, 214-954-6510
Investor Relations
Jared Harding, 214-954-6510

error: Content is protected !!