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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): July 8, 2011 (July 1, 2011)
 HOLLYFRONTIER CORPORATION
  Delaware
    
    001-03876
    
    75-1056913(State or other jurisdiction of
    
    (Commission File
    
    (I.R.S. Employer Identificationincorporation or organization)
    
    Number)
    
    No.)
 2828 N. Harwood, Suite 1300Dallas, Texas
    
    75201(Address of principal executive offices)
    
    (Zip Code)
   o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))




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TABLE OF CONTENTS  ITEM 1.01. Entry Into a Material Definitive AgreementITEM 1.02. Termination of a Material Definitive AgreementITEM 2.01. Completion of Acquisition or Disposition of AssetsITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantITEM 2.04. Triggering Events that Accelerate or Increase a Direct Financial ObligationITEM 3.03. Material Modification to Rights of Security HoldersITEM 5.02. Departure of Certain Directors or Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearITEM 7.01. Regulation FD DisclosureITEM 8.01. Other EventsITEM 9.01 Financial Statements and ExhibitsSIGNATURESEXHIBIT INDEXEX-3.1EX-3.2EX-4.1EX-4.2EX-10.1EX-10.2EX-10.5EX-99.1    Table of Contents  Introductory Note
  
 ITEM 1.01. Entry Into a Material Definitive Agreement.
 Credit Agreement
      1 2
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Supplemental Indentures
  
 ITEM 1.02. Termination of a Material Definitive Agreement.
  Holly Terminated Credit Agreement
  Frontier Terminated Credit Agreement
  3




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ITEM 2.01. Completion of Acquisition or Disposition of Assets.
     
 ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
  Frontier Senior Notes
  
    
    $200 million principal amount of 8.500% senior notes due 2016 (the 2016 Notes); and
 
    
    $150 million principal amount of 6.875% senior notes due 2018 (the 2018 Notes and,
together with the 2016 Notes, the Frontier Notes).
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ITEM 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation.
  
 ITEM 3.03. Material Modification to Rights of Security Holders.
  
 ITEM 5.02. Departure of Certain Directors or Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
 Appointment of New Directors
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Name
  Audit Committee
 Compensation Committee
 Nominating Corporate Governance Committee
 Safety, Environmental and Public Policy Committee
 Executive Committee
 Changes in Titles of Officers
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Appointment of Chief Executive Officer, President, Chief Financial Officer and Chief
Operating Officer
      Employment Agreements with Certain Officers
  
    
    the closing of the Merger (which would otherwise trigger full vesting on account of
a change in control);
    
    the relocation of Frontiers headquarters to Dallas, Texas (which would otherwise
have permitted the Designated Executives to terminate employment with full vesting);
and
    
    voluntary termination during the 60 days following the one year anniversary of the
Mergers closing (which would otherwise have triggered full vesting).
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Assumption, Amendment and Restatement of Incentive Compensation Plan
     
 ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 Amendment to Certificate of Incorporation
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Amendment to Bylaws
  
    
    A provision to increase the number of director positions on the Board from seven to
fourteen; and
    
    A provision to provide for an Executive Chairman.
  
 ITEM 7.01. Regulation FD Disclosure.
  
 ITEM 8.01. Other Events.
 Changes in Management
  Name
    
    PositionMatthew P. Clifton
    
    Executive ChairmanMichael C. Jennings
    
    Chief Executive Officer and PresidentDoug S. Aron
    
    Executive Vice President and Chief Financial OfficerDavid L. Lamp
    
    Executive Vice President and Chief Operating OfficerBruce R. Shaw
    
    Senior Vice President, Strategy and Corporate DevelopmentGeorge J. Damiris
    
    Senior Vice President, Supply and MarketingJames M. Stump
    
    Senior Vice President, Refinery OperationsDenise C. McWatters
    
    Vice President, General Counsel and Secretary
 Removal of Presiding Director
  
 ITEM 9.01 Financial Statements and Exhibits.
 Financial Statements of Businesses Acquired
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Pro Forma Financial Information
  Exhibits
 Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger among Holly Corporation, Frontier Oil Corporation and North
Acquisition, Inc., dated as of February 21, 2011 (incorporated by reference to Exhibit 2.1 to
Holly Corporations Current Report on Form 8-K filed on February 22, 2011).3.1
    
    Amended and Restated Certificate of Incorporation of HollyFrontier Corporation.3.2
    
    Amended and Restated Bylaws of HollyFrontier Corporation.4.1
    
    Third Supplemental Indenture, dated July 1, 2011, among HollyFrontier Corporation, as issuer
(as successor-in-interest to Frontier Oil Corporation), the guarantors party thereto and Wells
Fargo Bank, National Association, as trustee (supplemental to Indenture dated November 22,
2010, providing for the issuance of 6 7/8% Senior Notes due 2018).4.2
    
    Third Supplemental Indenture, dated July 1, 2011, among HollyFrontier Corporation, as issuer
(as successor-in-interest to Frontier Oil Corporation), the guarantors party thereto and Wells
Fargo Bank, National Association, as trustee (supplemental to Indenture dated September 17,
2008, providing for the issuance of 8.5% Senior Notes due 2016).10.1
    
    Credit Agreement dated July 1, 2011, among HollyFrontier Corporation and certain of its
subsidiaries, as borrowers, and Union Bank, N.A., as administrative agent, and certain lenders
from time to time party thereto.10.2
    
    Guarantee and Collateral Agreement, dated July 1, 2011, among HollyFrontier Corporation and
certain of its subsidiaries in favor of Union Bank, N.A., as administrative agent.10.3
    
    Retention and Assumption Agreement, dated as of February 21, 2011, by and among Frontier Oil
Corporation, Holly Corporation and Michael C. Jennings (incorporated by reference to Exhibit
10.1 to Frontiers Current Report on Form 8-K filed on February 21, 2011).10.4
    
    Retention and Assumption Agreement, dated as of February 21, 2011, by and among Frontier Oil
Corporation, Holly Corporation and Doug S. Aron (incorporated by reference to Exhibit 10.2 to
Frontiers Current Report on Form 8-K filed on February 21, 2011).10.5
    
    HollyFrontier Corporation Omnibus Incentive Compensation Plan.99.1
    
    Press Release of HollyFrontier Corporation, dated July 1, 2011.
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SIGNATURES
  HOLLYFRONTIER CORPORATIONBy:
Name:
    
    /s/ Doug S. Aron

Doug S. AronTitle:
    
    Executive Vice President andChief Financial Officer
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EXHIBIT INDEX
 Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger among Holly Corporation, Frontier Oil Corporation and North
Acquisition, Inc., dated as of February 21, 2011 (incorporated by reference to Exhibit 2.1 to
Holly Corporations Current Report on Form 8-K filed on February 22, 2011).3.1
    
    Amended and Restated Certificate of Incorporation of HollyFrontier Corporation.3.2
    
    Amended and Restated Bylaws of HollyFrontier Corporation.4.1
    
    Third Supplemental Indenture, dated July 1, 2011, among HollyFrontier Corporation, as issuer
(as successor-in-interest to Frontier Oil Corporation), the guarantors party thereto and Wells
Fargo Bank, National Association, as trustee (supplemental to Indenture dated November 22,
2010, providing for the issuance of 6 7/8% Senior Notes due 2018).4.2
    
    Third Supplemental Indenture, dated July 1, 2011, among HollyFrontier Corporation, as issuer
(as successor-in-interest to Frontier Oil Corporation), the guarantors party thereto and Wells
Fargo Bank, National Association, as trustee (supplemental to Indenture dated September 17,
2008, providing for the issuance of 8.5% Senior Notes due 2016).10.1
    
    Credit Agreement dated July 1, 2011, among HollyFrontier Corporation and certain of its
subsidiaries, as borrowers, and Union Bank, N.A., as administrative agent, and certain lenders
from time to time party thereto.10.2
    
    Guarantee and Collateral Agreement, dated July 1, 2011, among HollyFrontier Corporation and
certain of its subsidiaries in favor of Union Bank, N.A., as administrative agent.10.3
    
    Retention and Assumption Agreement, dated as of February 21, 2011, by and among Frontier Oil
Corporation, Holly Corporation and Michael C. Jennings (incorporated by reference to Exhibit
10.1 to Frontiers Current Report on Form 8-K filed on February 21, 2011).10.4
    
    Retention and Assumption Agreement, dated as of February 21, 2011, by and among Frontier Oil
Corporation, Holly Corporation and Doug S. Aron (incorporated by reference to Exhibit 10.2 to
Frontiers Current Report on Form 8-K filed on February 21, 2011).10.5
    
    HollyFrontier Corporation Omnibus Incentive Compensation Plan99.1
    
    Press Release of HollyFrontier Corporation, dated July 1, 2011.
 12