Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Foreign issuer applying for a "not a reporting issuer" decision -- Issuer generally meets the criteria under the modified approach for foreign issuers set out in CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer -- Relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

Citation: HollyFrontier Corporation, Re, 2012 ABASC 532

December 18, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

HOLLYFRONTIER CORPORATION

(THE FILER)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a) the Alberta Securities Commission is the principal regulator for this application; and

(b) this decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This Decision is based on the following facts represented by the Filer:

1. Pursuant to an agreement and plan of merger dated as of February 21, 2011 among Holly Corporation (Holly), North Acquisition, Inc. (a wholly-owned subsidiary of Holly formed for the sole purpose of effecting the Merger (as defined below)) and Frontier Oil Corporation (Frontier), Holly indirectly acquired all of the outstanding common stock of Frontier (the Merger) on July 1, 2011. Pursuant to the Merger, Frontier shareholders received 0.4811 shares of Holly common stock for each share of Frontier common stock held. As a result of the Merger, Frontier became a wholly-owned subsidiary of Holly and Holly changed its name to HollyFrontier Corporation. Subsequent to the Merger, on July 1, 2011, Frontier merged with and into the Filer, with the Filer surviving the merger. Frontier was previously a reporting issuer in Alberta and Ontario and, as a result of the Merger, the Filer became a reporting issuer in Alberta and Ontario but is not a reporting issuer in any other jurisdiction of Canada.

2. The Filer is a corporation organized and existing under the laws of Delaware.

3. The Filer is headquartered in Dallas, Texas and is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products.

4. The common stock of the Filer trades on the New York Stock Exchange (the NYSE) under the symbol "HFC" and prior to delisting, the common stock of Frontier previously traded on the NYSE under the symbol "FTO" and the common stock of Holly previously traded on the NYSE under the symbol "HOC".

5. The Filer is a Securities and Exchange Commission (SEC) foreign issuer that is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the U.S. Legislation). The Filer qualifies as a "SEC foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.

6. The Filer files all continuous disclosure reports required under U.S. securities laws with the SEC on Electronic Data-Gathering Analysis and Retrieval (EDGAR), where such information is publicly available. The Filer is not in default of any reporting or other requirement under any jurisdiction of Canada or the U.S. Legislation.

7. The Filer has never been a reporting issuer in any other Canadian jurisdiction apart from Alberta and Ontario. The Filer has never publicly issued any securities in Canada other than in connection with or pursuant to the Merger.

8. The Filer is not subject to the requirement to create an issuer profile supplement on SEDI by reason that it is a "foreign issuer (SEDAR)" as defined in National Instrument 13-101 System for Electronic Document Analysis and Retrieval. The Filer has never filed a notice of election to become an electronic filer on the System for Electronic Document Analysis and Retrieval.

9. As of July 31, 2012, the Filer had 203,553,780 shares of common stock outstanding.

10. As of June 30, 2012, the Filer had the following securities outstanding:

(a) USD $286.8 million principal amount of 9.875% Senior Notes maturing June 2017 (the 9.875% Senior Notes);

(b) USD $150 million principal amount of 6.875% Senior Notes maturing November 2018 (the 6.875% Senior Notes); and

(c) USD $200 million principal amount of 8.5% Senior Notes maturing September 2016 (the 8.5% Senior Notes).

In addition, the Filer owns a 42% interest in Holly Energy Partners, L.P. (HEP). As of June 30, 2012, HEP had the following securities outstanding, which remain outstanding:

(a) USD $300 million principal amount of 6.5% Senior Notes maturing March 2020 (the 6.5% Senior Notes); and

(b) USD $150 million principal amount of 8.25% Senior Notes maturing March 2018 (the 8.25% Senior Notes).

11. Other than the foregoing, neither the Filer nor any of its subsidiaries or affiliates including HEP have any other securities outstanding.

12. The 6.875% Senior Notes and 8.5% Senior Notes were issued in a registered public offering under the Securities Act of 1933 (the 1933 Act). The 9.875% Senior Notes were issued in a private placement conducted pursuant to Rule 144A and Regulation S under the 1933 Act. These notes do not trade on any stock exchange; however, they do trade through the PORTAL Market.

13. The 6.5% Senior Notes were sold in a private placement under Rule 144A of the 1933 Act and subsequently registered. The 8.25% Senior Notes were sold in a private placement under Rules 144A and Regulation S of the 1933 Act. These notes do not trade on any stock exchange; however, they do trade through the PORTAL Market.

14. There are 561 beneficial holders of the issued common stock (Common Shares) of the Filer resident in Canada. These individuals (the Shareholders) reside throughout Canada and hold 705,592 Common Shares, representing 0.3% of Common Shares outstanding worldwide and representing 1.2% of the total number of beneficial holders of Common Shares worldwide. There are approximately 48,000 beneficial holders of Common Shares worldwide.

15. There are no beneficial holders of the issued 9.875% Senior Notes resident in Canada.

16. There is one beneficial holder of the issued 6.875% Senior Notes resident in Canada. This individual (the 6.875% Holder) resides in Ontario and holds 6.875% Senior Notes having a principal amount of $217,000 (USD), representing 0.1% of the aggregate principal amount of the 6.875% Senior Notes outstanding worldwide and representing 0.3% of the total number of beneficial holders of the 6.875% Senior Notes worldwide. There are 362 beneficial holders of the 6.875% Senior Notes worldwide.

17. There are six beneficial holders of the issued 8.5% Senior Notes resident in Canada. These individuals (the 8.5% Holders) reside in Ontario and hold 8.5% Senior Notes having a principal amount of $2.7 million (USD), representing 1.4% of the aggregate principal amount of the 8.5% Senior Notes outstanding worldwide and representing 0.8% of the total number of beneficial holders of the 8.5% Senior Notes worldwide. There are 758 beneficial holders of the 8.5% Senior Notes worldwide.

18. There is one beneficial holder of the issued 6.5% Senior Notes of HEP resident in Canada. This individual (the 6.5% HEP Holder) resides in Ontario and holds 6.5% HEP Senior Notes having a principal amount of $380,000 (USD), representing 0.1% of the aggregate principal amount of the 6.5% HEP Senior Notes outstanding worldwide and representing 0.4% of the total number of beneficial holders of the 6.5% HEP Senior Notes worldwide. There are 273 beneficial holders of the 6.5% HEP Senior Notes worldwide.

19. There is one beneficial holder of the issued 8.25% Senior Notes of HEP resident in Canada. This individual (the 8.25% HEP Holder) resides in Ontario and holds 8.25% HEP Senior Notes having a principal amount of $141,000 (USD), representing 0.1% of the aggregate principal amount of the 8.25% HEP Senior Notes outstanding worldwide and representing 0.8% of the total number of beneficial holders of the 8.25% HEP Senior Notes worldwide. There are 129 beneficial holders of the 8.25% HEP Senior Notes worldwide.

20. The 9.875% Holder, 6.875% Holder and 8.5% Holders are, collectively, the "Filer Debt Holders" and the 6.5% HEP Holder and 8.25% HEP Holder are, collectively, the "HEP Debt Holders".

21. The principal amount of debt securities of the Filer held by the Filer Debt Holders represent only 0.5% of the aggregate principal amount of the Filer's outstanding debt securities worldwide.

22. The Filer Debt Holders represent only 0.6% of the total number of beneficial holders of the Filer's issued debt securities worldwide (there are 1,121 beneficial holders of such securities).

23. The principal amount of debt securities of HEP held by the HEP Debt Holders represent only 0.1% of the aggregate principal amount of HEP's outstanding debt securities worldwide.

24. The HEP Debt Holders represent only 0.5% of the total number of beneficial holders of HEP's issued debt securities worldwide (there are 402 beneficial holders of such securities).

25. The information regarding the beneficial holders of the Filer's and HEP's securities was obtained through Broadridge Financial Solutions, Inc. (Broadridge) which conducted geographical surveys of all beneficial holders using the CUSIP identifier for each security issued by the Filer and HEP.

26. Based upon the information and diligent inquiries set out above, the Filer has concluded that residents of Canada do not:

(a) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities (including debt securities) of the Filer worldwide; and

(b) directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide.

27. No securities of the Filer, Frontier or Holly have ever been listed, traded, or quoted on a marketplace in Canada as defined in National Instrument 21-101 Marketplace Operation.

28. In the 12 months before applying for the decision, none of the Filer, Holly or Frontier has taken any steps that indicate there is a market for its securities in Canada. The Filer has no plans to seek a public offering of its securities in Canada and does not intend to have any of its securities listed or maintained on a Canadian marketplace or exchange.

29. The Filer has provided advance notice to Canadian resident securityholders in a press release that it has applied to the securities regulatory authorities for a decision that it cease to be a reporting issuer in the Jurisdictions and the Filer has not received any complaints from Canadian securityholders in connection with it no longer being a reporting issuer in any jurisdiction in Canada.

30. The Filer is not eligible to file under the simplified procedure in CSA Staff Notice 12-307 Applications for a Decision that an issuer is not a Reporting Issuer (CSA Notice 12-307) as the Filer is a reporting issuer whose outstanding securities at the date hereof are beneficially owned, directly or indirectly, by more than 50 persons.

31. The Filer otherwise meets the conditions of CSA Notice 12-307 as they apply to foreign issuers.

32. The Filer is not in default of any of the requirements of the Legislation of the Jurisdictions.

33. The Filer is subject to the reporting requirements of the U.S. Legislation applicable to corporations.

34. All of the Filer's securityholders resident in each of the Jurisdictions will continue to have immediate access to the same continuous disclosure documents through the EDGAR database maintained by the SEC that are currently being provided to the securities regulatory authorities in each of the Jurisdictions.

35. The Filer undertakes to concurrently deliver to its Canadian securityholders, all disclosure documents the Filer would be required under U.S. securities law or exchange requirements to deliver to U.S. resident securityholders.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to be a reporting issuer.

"Blaine Young"
Associate Director, Corporate Finance