UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 23, 2025, HF Sinclair Corporation (the “Corporation”) completed a public offering of $1,400,000,000 aggregate principal amount of senior notes, consisting of $650,000,000 aggregate principal amount of 5.750% Senior Notes due 2031 (the “2031 Notes”) and $750,000,000 aggregate principal amount of 6.250% Senior Notes due 2035 (the “2035 Notes,” and together with the 2031 Notes, the “Notes”). The offering of the Notes was registered under the Securities Act of 1933 pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-264186) of the Corporation, filed with the Securities and Exchange Commission (the “Commission”) on April 7, 2022 (the “Registration Statement”), and made pursuant to the prospectus, dated April 7, 2022, as supplemented by the prospectus supplement, dated January 8, 2025, filed with the Commission.
The Corporation issued the Notes pursuant to an indenture, dated April 27, 2022 (the “Base Indenture”), between the Corporation and Computershare Trust Company, N.A., as trustee (the “Trustee”), as supplemented with respect to the Notes by a third supplemental indenture, dated January 23, 2025 (the “Third Supplemental Indenture”), between the Corporation and the Trustee. The Base Indenture, the Third Supplemental Indenture, the Form of 2031 Notes and the Form of 2035 Notes are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 respectively hereto, and the terms and conditions thereof are incorporated herein by reference. A legal opinion related to the offering of the Notes is filed herewith as Exhibit 5.1 and incorporated into the Registration Statement.
The Notes of each series will be redeemable prior to maturity, under the terms and conditions set forth in the Third Supplemental Indenture.
The net proceeds from the sale of the Notes are intended to be used (i) to fund the previously-announced cash tender offer (the “Tender Offer”) for an aggregate purchase price of up to $1,050,000,000 of (a) up to $150,000,000 aggregate principal amount of the Corporation’s 6.375% Senior Notes due 2027, (b) the Corporation’s 5.875% Senior Notes due 2026, and (c) HollyFrontier Corporation’s 5.875% Senior Notes due 2026, (ii) to repay all outstanding borrowings under the Third Amended and Restated Credit Agreement, dated July 27, 2017, among Holly Energy Partners, L.P., as borrower, Wells Fargo Bank, National Association, as administrative agent, an issuing bank and a lender, and certain other lenders party thereto, and (iii) the remainder, if any, for general corporate purposes, which may include capital expenditures.
The descriptions of the Base Indenture, the Third Supplemental Indenture and the Notes are qualified in their entirety by reference to the Base Indenture, the Third Supplemental Indenture and the specimen global certificates evidencing the Notes, copies of which are filed as exhibits to this Form 8-K.
| Item 8.01. | Other Events. |
On January 8, 2025, the Corporation entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I thereto (collectively, the “Underwriters”), related to the offering of the Notes. The Underwriting Agreement contains certain customary representations, warranties and covenants concerning the Corporation and the registration statement relating to the offering of the Notes. In addition, the Corporation has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Underwriting Agreement is filed herewith as Exhibit 1.1 and incorporated herein by reference.
The description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as an exhibit to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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 thereunto duly authorized.
| HF SINCLAIR CORPORATION | ||
| By: | /s/ Atanas H. Atanasov | |
| Atanas H. Atanasov | ||
| Executive Vice President and Chief Financial Officer | ||
Date: January 23, 2025