After over a century in the oil business, Sinclair Oil Corp. and its iconic DINO brand are on the cusp of a new chapter in the company’s history.

HollyFrontier Corp. and its midstream affiliate agreed on Aug. 3 to acquire most of Sinclair Oil’s refining, pipeline and storage assets in two deals valued at about $2.6 billion. Upon completion of the acquisition, which does not include Sinclair’s E&P business, a new company—HF Sinclair Corp.—will replace HollyFrontier as the public company trading on the New York Stock Exchange and be partially owned by stockholders of The Sinclair Cos., Sinclair Oil’s parent company.

“This is the beginning of a new chapter for Sinclair Oil. But it is anything but the end of the road for The Sinclair Companies’ involvement in the oil industry,” commented Ross Matthews, Sinclair Oil Chairman and CEO, in a release from the company on Aug. 3.

Sinclair Oil is one of the oldest continuous brands in the oil business with roots dating back to 1916. Formed by founder Harry F. Sinclair, the company started out as Sinclair Oil and Refining Corp. through the combination of 11 small petroleum companies before quickly growing into one of the largest oil companies in the U.S.

In 1969, Sinclair was acquired by the Atlantic Richfield Co. (ARCO). However, ARCO eventually sold Sinclair through a spinoff in 1976 to Robert (Earl) Holding, whose family has owned the company ever since.

Today, Sinclair owns and operates two refineries in Wyoming, along with a network of both crude oil and finished-product pipelines and terminals in the Rocky Mountain and Midcontinent regions. The company also markets fuel to more than 1,300 branded stations in 19 states across the U.S.

Under the terms of the HollyFrontier transactions, the HollyFrontier-affiliated midstream MLP—Holly Energy Partners LP—will acquire Sinclair’s integrated crude and refined products pipelines and terminal assets, including approximately 1,200 miles of pipelines, eight product terminals and two crude terminals with approximately 4.5 million barrels of operated storage.

Additionally, Sinclair Oil’s branded marketing business and all related commercial activities and its refineries and related operations and assets in Casper and Sinclair, Wyoming, will combine with HollyFrontier.

It is also expected that the vast majority of the 1,200 Sinclair Oil employees will be invited to continue in their positions following the combination, a company release said.

The transactions do not include the E&P assets owned by Sinclair Oil & Gas Co.

Commenting on the transactions, Carol Holding, chairman of The Sinclair Cos. and wife to Earl Holding who died in 2013, said: “My husband, Earl, and I have always known that employees are the key to our company’s success. I am grateful for the efforts of each of the people who have worked alongside of us.”

“Combining our strong and healthy oil business with this great team at HollyFrontier and HEP (Holly Energy Partners) is our way of providing continued growth and new opportunities for our employees,” she added.

The Holding family has owned Sinclair since the spinoff from ARCO in 1976.

HollyFrontier said that at the closing of the deal, expected in mid-2022, HollyFrontier shares will covert into shares of HF Sinclair on a one-for-one basis. HF Sinclair will then issue about 60.2 million shares to stockholders of The Sinclair Cos. giving them 26.75% of pro forma ownership in the new company.

The pipeline and storage businesses being sold to Holly Energy Partners are estimated to be worth around $758 million in cash and stock. Sinclair stockholders will own about 16.6% of Holly Energy Partners after the deal closes.

Upon closing of the transactions, HollyFrontier’s existing senior management team will operate the combined company. The new company will be headquartered in Dallas with combined business offices in Salt Lake City, where Sinclair Oil is based.

“HollyFrontier was formed through a transformational merger that facilitated a decade of significant stockholder returns along with growth and diversification into lubricants and renewables. We believe these transactions with Sinclair represent a similar inflection point, marking the beginning of our next chapter as HF Sinclair,” commented Mike Jennings, CEO of HollyFrontier and Holly Energy Partners, in a separate press release.

Citi is financial adviser to HollyFrontier, and Morgan, Lewis & Bockius is providing legal counsel to the company for the transaction. Bracewell is serving as Holly Energy Partners’ legal counsel plus Bank of America Merrill Lynch is financial adviser and Morris, Nichols, Arsht & Tunnell LLP is legal counsel to the company’s conflicts committee. Wachtell, Lipton, Rosen & Katz is also serving as legal counsel to both HollyFrontier and Holly Energy Partners.

Tudor, Pickering, Holt & Co. is financial adviser to Sinclair and Vinson & Elkins LLP is serving as its legal counsel for the transactions.

Reuters contributed to this article.

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