Item 7.01 Regulation FD Disclosure.
On November 6, 2009, Holly Energy Partners, L.P. (the "Partnership") closed its previously announced public offering of 2,185,000 common units representing limited partner interests in the Partnership, which includes 285,000 common units issued pursuant to the exercise of the underwriters' over-allotment option, which the underwriters exercised on November 4, 2009. The common units were offered and sold pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (the "SEC"). Goldman, Sachs & Co. and UBS Investment Bank acted as joint book-running managers for the offering. SMH Capital acted as co-manager.
This report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any of the securities described herein, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
In accordance with General Instruction B.2 of Form 8-K, the information furnished in this report on Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), or otherwise subject to the liabilities of that section, unless the Partnership specifically incorporates it by reference in a document filed under the Exchange Act or the Securities Act of 1933. By filing this report on Form 8-K and furnishing this information, the Partnership makes no admission as to the materiality of any information in this report or that any such information includes material investor information that is not otherwise publicly available.
The information contained in this report on Form 8-K is summary information that is intended to be considered in the context of the Partnership's SEC filings and other public announcements that the Partnership may make, by press release or otherwise, from time to time. The Partnership disclaims any current intention to revise or update the information furnished in this report on Form 8-K although the Partnership may do so from time to time as its management believes is warranted. Any such updating may be made through the furnishing or filing of other reports or documents with the SEC, through press releases or through other public disclosure.

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