01—Abstract
Summary
Summary of the 8-K filed February 9, 2024. Cited figures are marked; the original filing is the authoritative source.
On February 8, 2024, HF Sinclair Corporation entered into a Stock Purchase Agreement with REH Company (formerly known as The Sinclair Companies), under which the Company agreed to repurchase 1,061,946 shares of its outstanding common stock from the Selling Stockholder in a privately negotiated transaction.
The price is $56.50a per share, for an aggregate purchase price of $59,999,949, to be funded with cash on hand. The repurchased shares will be held as treasury stock. The filing states this is the fifteenth privately negotiated transaction between the Company and the Selling Stockholder.
The repurchase will be made under the Company's $1 billionb share repurchase program, authorized by the Board of Directors on August 15, 2023, and is expected to be completed on or around February 13, 2024. The filing states that the Company has repurchased $408,577,077 of common stock under this program to date, inclusive of this transaction. Future repurchases, including any additional ones from REH Company, will depend on market conditions and corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time.
The agreement contains customary representations, warranties and covenants. The full agreement is filed as Exhibit 10.1. The filing refers investors to the Company's April 6, 2023 proxy statement for more on the Selling Stockholder's relationship with the Company.
02—Key points
Key Highlights
- Entered a Stock Purchase Agreement dated February 8, 2024 with REH Company (formerly The Sinclair Companies) to repurchase 1,061,946 shares of common stock
- Purchase price of $56.50 per share, for an aggregate purchase price of $59,999,949 (about $60.0 million)
- Purchase will be funded with cash on hand, and the shares will be held as treasury stock
- This is the fifteenth privately negotiated transaction between the Company and the Selling Stockholder
- Repurchase is made under the $1 billion share repurchase program authorized August 15, 2023; expected to close on or around February 13, 2024
- Cumulative repurchases under the program total $408,577,077, including this transaction
- Future repurchases depend on market conditions and other considerations, and the program may be discontinued at any time
03—Questions
Frequently Asked Questions
How many shares is HF Sinclair repurchasing and at what price?
The Company is repurchasing 1,061,946 shares of its outstanding common stock from REH Company at $56.50 per share, for an aggregate purchase price of $59,999,949.
How will the share repurchase be funded?
The purchase price will be funded with cash on hand, according to the filing.
What happens to the repurchased shares?
The shares will be held as treasury stock by the Company.
Under what program is this repurchase being made?
The repurchase falls under the Company's $1 billion share repurchase program, authorized by the Board of Directors on August 15, 2023. The filing states that $408,577,077 has been repurchased under the program to date, including this transaction.
Who is REH Company and what is its relationship to HF Sinclair?
REH Company is formerly known as The Sinclair Companies and is the Selling Stockholder in the transaction. The filing refers investors to the Company's Definitive Proxy Statement on Schedule 14A filed April 6, 2023 for details on this relationship.
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