Document
false0001283140HOLLY ENERGY PARTNERS LP 0001283140 2020-03-16 2020-03-16

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 16, 2020 (March 16, 2020)
___________________

HOLLY ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
DE
001-32225
20-0833098
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
2828 N. Harwood, Suite 1300
Dallas
TX
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)
Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Limited Partner Units
HEP
NYSE
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company        
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐
  



Item 7.01. Regulation FD Disclosure.

Furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01 in its entirety is a copy of a presentation to be presented by Holly Energy Partners, L.P. (the “Partnership”) to current and potential investors at meetings throughout 2020.

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.

Exhibit No.     Description

99.1        Presentation by the Partnership to current and potential investors.*

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

________________________
* Furnished herewith.






SIGNATURE

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/ John Harrison
 
 
 
 
Name:
John Harrison
 
 
 
 
Title:
Senior Vice President, Chief Financial Officer and Treasurer

Date:    March 16, 2020



hepirpresmarch2020vs2
INVESTOR PRESENTATION MARCH 2020


 
Safe Harbor Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently uncertain and necessarily involve risks that may affect the business prospects and performance of HollyFrontier Corporation and/or Holly Energy Partners, L.P., and actual results may differ materially from those discussed during the presentation. Such risks and uncertainties include but are not limited to risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products in HollyFrontier’s and Holly Energy Partners’ markets, the demand for and supply of crude oil and refined products, the spread between market prices for refined products and market prices for crude oil, the possibility of constraints on the transportation of refined products, the possibility of inefficiencies or shutdowns in refinery operations or pipelines, effects of governmental regulations and policies, the availability and cost of financing to HollyFrontier and Holly Energy Partners, the effectiveness of HollyFrontier’s and Holly Energy Partners’ capital investments and marketing strategies, HollyFrontier's and Holly Energy Partners’ efficiency in carrying out construction projects, HollyFrontier's ability to acquire refined product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations, the possibility of terrorist attacks and the consequences of any such attacks, pandemic or outbreak of infectious disease, the impact of recent or proposed changes in tax laws and regulations that affect master limited partnerships, and general economic conditions. Additional information on risks and uncertainties that could affect the business prospects and performance of HollyFrontier and Holly Energy Partners is provided in the most recent reports of HollyFrontier and Holly Energy Partners filed with the Securities and Exchange Commission. All forward-looking statements included in this presentation are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements speak only as of the date hereof and, other than as required by law, HollyFrontier and Holly Energy Partners undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Holly Energy Partners (NYSE: HEP) 2


 
Holly Energy Partners A system of petroleum product and crude Consistent Distribution Despite Crude Price pipelines, storage tanks, distribution Volatility terminals, loading racks and processing Distribution $/LP Unit WTI Price $0.80 $160 units located at or near HFC’s refining DPU* assets in high growth markets WTI • Revenues are nearly 100% fee-based with de minimus commodity risk $0.60 $120 • Customer base consisting of refining companies (contracts not with E&Ps) • Minimum Volume Commitments comprise 70% of total revenue $0.40 $80 • Substantially all MVC revenues tied to PPI and/or FERC • IDR simplification transaction completed in 2017 $0.20 $40 Financial Guidance & Targets: • Expect to maintain annual distribution of $2.69 per LP unit in 2020 $0.00 $0 • Target distribution coverage at or above 1.0x • Target leverage of 4.0x 1Distributions are split adjusted reflecting HEP’s January 2013 two-for-one unit split. Holly Energy Partners (NYSE: HEP) 3


 
Minimum Volume Commitments MVCs as % of Total Revenue1 MVC Contract Renewal Schedule $100 $90 Non-MVC $80 30% $70 HFC $60 65% $50 $40 $30 3rd Party 5% Revenue (in $ millions) $20 $10 $0 '20 '21 '22 '23 '24 '25 '26 '27 '28 '29 '30 '31 HFC 3rd Party Inflation Escalators as % of Total Revenue1 MVC Contract Profile Other 5% . 10-15 years = typical contract lengths with HFC FERC . 30% 6 years = weighted-average remaining contract duration . 2022 = next notable 3rd Party renewal on UNEV Pipeline (UNEV 3rd Party = 3% of 2019 Total Revenue) PPI . 80% of MVC contracts expire 2024 or later 65% Holly Energy Partners (NYSE: HEP) 1) Based on 2019 total revenue of $533 million 4


 
HollyFrontier and Holly Energy Partners Footprint Holly Energy Partners (NYSE: HEP) 5


 
HollyFrontier Business Segment Highlights REFINING MIDSTREAM SPECIALTY LUBRICANTS . Inland merchant refiner . Operate crude and product pipelines, . Integrated specialty lubricants loading racks, terminals and tanks in and producer with 34,000 barrels per day . 5 refineries in the Mid Continent, around HFC’s refining assets of production capacity Southwest and Rockies regions . HFC owns 57% of the LP Interest in HEP . Sells finished lubricants & specialty . Flexible refining system with fleet wide and the non-economic GP interest products in over 80 countries under discount to WTI the Petro-Canada Lubricants, . Eliminated IDRs in 2017 to simplify Sonneborn, Red Giant Oil and . Premium niche product markets versus structure Gulf Coast HollyFrontier product lines . Over 70% of revenues tied to long term . Production facilities in Mississauga, . Organic initiatives to drive growth and contracts and minimum volume enhance returns Ontario; Tulsa, Oklahoma; Petrolia, commitments Pennsylvania; and the Netherlands . Disciplined capital structure & allocation . HollyFrontier Lubricants & Specialty Products is one of the largest North American white oil and group III base oil producer Holly Energy Partners (NYSE: HEP) 6


 
HEP Ownership Structure Eliminated IDRs in 2017 to simplify structure HOLLYFRONTIER CORPORATION (HFC) 100% Interest GENERAL PARTNER (GP) HOLLY LOGISTIC PUBLIC SERVICES, L.L.C. Non-economic GP Interest 59.6mm HEP units1 57% LP Interest $866.0M Value2 45.8mm HEP units1 43% LP Interest $666.5M Value2 HOLLY ENERGY PARTNERS, L.P. (HEP) Holly Energy Partners (NYSE: HEP) 1) Unit Count as of December 31, 2019 7 2) Based on HEP unit closing price on March 10, 2020


 
Distributable Cash Flow / LP Unit Since Inception DCF/LP Unit Distributable Cash Flow per LP Unit1 $4.00 $3.65 $3.46 $3.50 $3.36 $2.94 $3.00 $2.75 $2.57 $2.52 $2.52 $2.50 $2.20 $2.06 $1.98 $2.00 $1.85 $1.47 $1.58 $1.35 $1.50 $1.00 $0.50 $- 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 LP Units Outstanding 30.8 32.2 32.2 32.6 36.6 44.2 45.7 55.7 58.2 58.7 58.7 59.9 70.3 105.0 105.4 (in millions) 2013: public offering of HEP common units 2017: IDR simplification 2018: private offering of HEP common units Holly Energy Partners (NYSE: HEP) 1) LP units outstanding are split adjusted reflecting HEP’s January 2013 two-for-one unit split. Amounts based on 8 distributable cash flow earned during the period.


 
Historical Leverage and Coverage Ratios Leverage Ratio 6.0x 5.1 5.0x 4.5 4.5 . 4.2 4.3 4.1 4.3 4.1 Conservative annual capital need 3.6 3.9 4.0 4.0 4.1 4.0x allows for modest leverage 3.3 2.7 3.0x 2.0x . Averaged 4.0x leverage since 1.0x 2005 0.0x '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 Coverage Ratio 1.4x 1.2 1.2 1.2 1.2x 1.1 1.1 1.1 1.1 1.1 1.1 1.1 . Majority of contracts tied to MVCs 1.0 1.0 1.0 1.0 1.0 1.0x allow for lower coverage 0.8x 0.6x . Maintained average 1.1x since 0.4x 2005 0.2x 0.0x '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 Holly Energy Partners (NYSE: HEP) 9


 
HEP Historical Growth Committed to Continuing Successful Track Record of Growth Holly Corporation 50% JV with Acquired remaining and Frontier Oil Crude gathering Plains for interests in SLC / Corporation Holly intermediate Holly Tulsa system expansion Frontier Frontier pipelines complete merger feedstock pipeline dropdown of (2014) pipeline (Oct 2017) (July 2011) dropdown loading rack (Aug 2015) (July 2005) (Tulsa West) 25% JV with (Aug 2009) HFC Constructed Plains for dropdown of Sale of 70% Acquisition of 50% JV with Orla Truck SLC pipeline El Dorado & MLP IPO interest in Rio El Dorado Plains for Rack (Mar 2009) Cheyenne (July 2004) Grande to tank farm Cheyenne (Jan 2019) assets Enterprise (Mar 2015) pipeline (Nov 2011) (Dec 2009) (June 2016) 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Purchase of Purchase of additional Holly 16” Catoosa Tulsa tanks HEP purchases intermediate Lubricants & racks and 75% interest in pipeline Terminal Lovington rack UNEV from HFC facilities (June 2018) Alon pipeline (Mar 2010) (July 2012) and terminal Holly South acquisition HFC Line expansion (June 2009) asset HEP purchases dropdown of 50% JV with project acquisition 50% interest in Woods Cross Plains for (2007-2008) (Feb 2005) Osage from HFC processing Cushing Connect units Tulsa (Feb 2016) pipeline and Tulsa East (Oct 2016) interconnect Cushing terminal Holly crude oil acquisition & pipelines (October 2019) and tankage Roadrunner / HFC dropdown (Aug 2011) IDR assets Beeson of El Dorado Purchase of Simplification dropdown dropdown processing Tulsa West (Oct 2017) (Feb 2008) (Dec 2009) units Tanks (Nov 2015) (March 2016) Holly Energy Partners (NYSE: HEP) 10


 
HEP Avenues for Growth ORGANIC EXTERNAL TRANSACTIONS DROPDOWNS FROM HFC . Leverage HEP’s existing . Pursue logistics assets in HEP’s . Partnering with HFC to build footprint to capitalize on current geographic region and/or acquire new assets / commercial opportunities businesses . Replace incumbent HFC service . Contractual PPI/FERC providers with HEP . Target high tax basis assets escalators with durable cash flow . Leverage HFC refining and characteristics that also add to . Replace incumbent HFC commercial footprint HFC EBITDA service providers with HEP . Participate in expected MLP sector consolidation Example: Orla Truck Rack Example: Cushing Connect JV Example: El Dorado Processing Unit Holly Energy Partners (NYSE: HEP) 11


 
Cushing Connect Joint Venture Asset Description Strategic Rationale . HEP formed a 50/50 JV with Plains All American Pipeline, L.P. (PAA) . Generates HEP growth while providing long term control of a consisting of: strategic asset . New build, 50-mile, 160 KBPD common carrier crude pipeline . Insources HFC’s logistics spend to HEP from Cushing to Tulsa . 1.5 million barrels of crude storage in Cushing . New pipeline provides capability to supply 100% of HFC’s Tulsa Refinery crude throughput . Terminal anticipated in-service 2Q2020 . Pipeline anticipated in-service 1Q2021 HFC El Dorado Refinery Crude Capacity 160 KBPD Deal Highlights Osage Pipeline JV 1 . JV estimated total capital of $130 million with expected initial EBITDA HFC Tulsa Refinery multiple of 8x-9x. Crude Capacity 140 KBPD . HEP to build and operate pipeline, PAA to build terminal connections and operate terminal Cushing Connect Plains Cushing Pipeline JV . Pro-forma leverage of 4.05x, expected to be DCF1 accretive in 2021 Terminal System . HFC entered into 15 year minimum volume commitment of 100 KBPD with HEP, which will commence upon completion of pipeline Holly Energy Partners (NYSE: HEP) 1) See definition page in appendix 12


 
Organic Growth Crude system expansion benefits both HEP and HFC • HEP owns and operates over 800 miles of crude gathering pipelines in the Permian Basin Crude Gathering Volume Growth 150 125 ) (KBPD 100 Per Day Day Per 75 ThousandBarrels 50 25 2011 2012 2013 2014 2015 2016 2017 2018 2019 Holly Energy Partners (NYSE: HEP) 13


 
HEP Capital Budget 2020 Capex Budget $58-69mm Turnarounds $5-7mm Maintenance $8-12mm Expansion/JV Investment $45-50 Holly Energy Partners (NYSE: HEP) 14


 
HEP Financial Strength HEP Capital Structure ($ millions) 12/31/2019 Credit Ratings HEP Corporate Revolver Capacity (matures 7/2022) $ 1,400 . S&P BB+ Revolver Borrowings $ (966) . Moody’s Ba2 Revolver Availability $ 435 HFC Corporate Investment Grade Ratings . S&P BBB- Total LiquidityReimbursable $ 448 . Moody’s Baa3 $15-20mm . Fitch BBB- 6.00% Senior Notes due 2024* $ 500 *strong parent credit rating that Revolver Borrowings Expansion $ 966 represents significant revenues for HEP Maintenance $40-50mm Total HEP$10 Debt-15mm $ 1,466 Adjusted TTM EBITDA $ 359 Debt/TTM EBITDA 4.1x *February 2020, redeemed 6% senior notes due 2024 and issued 5% senior notes due 2028 Holly Energy Partners (NYSE: HEP) 15


 
HFC Environmental, Social, and Governance (ESG) Environmental Social Governance 33% reduction in NOX, SO2, CO, PM2.5 and 20% reduction in Tier 1 & 2 process safety Board leadership provides significant VOC emissions since 2011 incidents vs 2017 industry expertise, alongside diverse business, financial and EHS expertise . Investments in reverse osmosis water . Annual Corporate Citizenship Report conservation at Navajo refinery highlighting ESG efforts . Environmental, Health, Safety, and Public Policy Committee at Board level . Wetland cultivation and conservation at . “Goal Zero” policy has helped deliver El Dorado refinery >50% accident rate reduction . 9 of 10 directors independent, including chair . Converting waste to energy at Tulsa “One HFC Culture” program instilled at refinery every level with focus and commitment to . 2 female board members safety, integrity, teamwork, and ownership . PCLI became first white oils, specialty . Long standing commitment to ethical base oils and lubricants refiner and . Active volunteering and philanthropic behavior is inherently tied to how we do manufacturer in the world to achieve involvement in communities where we business newest International Organization of operate . Code of Business Conduct and Ethics Standardization (ISO) 14001:2015 . Commitment to creating a diverse among governing principles environmental certification workforce Executive compensation strongly aligned Reduction in GHG emissions with shareholders and long-term . Investment in Renewable Diesel Project performance in Artesia, New Mexico to produce . ROCE, TSR, Operational Efficiency, and cleaner burning fuel with 50% lower GHG Safety drive performance pay emissions than conventional diesel Holly Energy Partners (NYSE: HEP) * Please see HFC 2018 Corporate Citizenship Report for additional ESG related information. 16 https://www.hollyfrontier.com/Citizenship/default.aspx


 
Appendix Holly Energy Partners (NYSE: HEP) 17


 
HEP Assets Holly Energy Partners owns and operates substantially all of the refined product pipeline and terminaling assets that support HollyFrontier’s refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. . Approximately 3,400 miles of crude oil and petroleum product pipelines . Approximately 15 million barrels of refined product and crude oil storage with 8 terminals and 7 loading rack facilities in 9 western and mid-continent states . Refinery processing units in Woods Cross, Utah and El Dorado, Kansas . 75% joint venture interest in UNEV Pipeline, LLC – the owner of a 400-mile refined products pipeline system connecting Salt Lake area refiners to the Las Vegas product market . 50% joint venture interest in Cheyenne Pipeline LLC – the owner of an 87-mile crude oil pipeline from Fort Laramie, Wyoming to Cheyenne, Wyoming. . 50% joint venture interest in Osage Pipe Line Company, LLC – the owner of a 135- mile crude oil pipeline from Cushing, Oklahoma to El Dorado, Kansas . 50% joint venture interest in Cushing Connect Pipeline & Terminal LLC – the owner of a 160,000 barrel per day crude oil pipeline from Cushing, Oklahoma to Tulsa, Oklahoma and 1.5 million barrels of crude oil storage in Cushing, Oklahoma Holly Energy Partners (NYSE: HEP) 18


 
Contract Renewal Schedule 2020 MVC (revenue $ in millions) MVC as % of 2019 Renewal Year HFC MVC 3rd Party MVC2 Total MVC Tariff Total Revenue1 2020 $0 $4 $4 PPI (84%), FERC (9%) 1% 2021 4 0 4 FERC 1% 2022 22 12 34 PPI (5%), FERC (93%) 6% 2023 36 0 36 PPI (88%), FERC (10%) 7% 2024 89 0 89 PPI (89%), FERC (11%) 17% 2025 6 11 17 PPI 3% 2026 60 0 60 PPI 11% 2028 1 0 1 PPI 0% 2029 52 0 52 PPI 10% 2030 16 0 16 PPI 3% 2031 61 0 61 PPI 11% 2036 1 0 1 PPI 0% $348 $27 $375 70% Holly Energy Partners (NYSE: HEP) 1. Per HEP 2019 10-K ($533 million) 19 2. Reflects minimum revenues leased on Delek partial renewal


 
Definitions KBPD: Thousand barrels per day CAGR: The compound annual growth rate is calculated by dividing the ending value by NON GAAP MEASUREMENTS: We report certain financial measures that are not the beginning value, raise the result to the power of one divided by the period length, prescribed or authorized by U. S. generally accepted accounting principles and subtract one from the subsequent result. CAGR is the mean annual growth rate of ("GAAP"). We discuss management's reasons for reporting these non-GAAP an investment over a specified period of time longer than one year. measures below. Although management evaluates and presents these non-GAAP measures for the reasons described below, please be aware that these non-GAAP DISTRIBUTABLE CASH FLOW: Distributable cash flow (DCF) is not a calculation based measures are not alternatives to revenue, operating income, income from upon GAAP. However, the amounts included in the calculation are derived from continuing operations, net income, or any other comparable operating measure amounts separately presented in our consolidated financial statements, with the prescribed by GAAP. In addition, these non-GAAP financial measures may be exception of excess cash flows over earnings of SLC Pipeline, maintenance capital calculated and/or presented differently than measures with the same or similar expenditures and distributable cash flow from discontinued operations. Distributable names that are reported by other companies, and as a result, the non-GAAP cash flow should not be considered in isolation or as an alternative to net income or measures we report may not be comparable to those reported by others. operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. Distributable cash flow is not necessarily comparable to similarly titled measures of other companies. Distributable cash flow is presented here because it is a widely accepted financial indicator used by investors to compare partnership performance. We believe that this measure provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating. Our historical distributable cash flow for the past five years is reconciled to net income in footnote 3 to the table in "Item 6. Selected Financial Data" of HEP's 2019 10-K. EBITDA: Earnings before interest, taxes, depreciation and amortization which is calculated as net income plus (i) interest expense net of interest income and (ii) depreciation and amortization. EBITDA is not a calculation based upon U.S. generally accepted accounting principles (“U.S. GAAP”). However, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income, as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for compliance with financial covenants. Our historical EBITDA for the past five years is reconciled to net income in footnote 2 to the table in “Item 6. Selected Financial Data” of HEP’s 2019 10-K. Holly Energy Partners (NYSE: HEP) 20