01—Abstract
Summary
Summary of the 8-K filed April 2, 2024. Cited figures are marked; the original filing is the authoritative source.
On April 1, 2024, HF Sinclair Corporation entered into a Stock Purchase Agreement with REH Company (formerly known as The Sinclair Companies), its selling stockholder, to repurchase 5,000,000 shares of its common stock at $59.22a per share, for an aggregate purchase price of $296,100,000.
The purchase will be funded with cash on hand, and the repurchased shares will be held as treasury stock. The filing describes this as the sixteenth privately negotiated transaction between the Company and REH Company. The repurchase is expected to be completed on or around April 4, 2024.
The transaction will be made under the Company's $1 billionb share repurchase program, which the Board of Directors authorized on August 15, 2023. To date, the Company has repurchased $785,805,577 of common stock under this program, inclusive of the transaction described in the filing. The timing and amount of future repurchases, including any additional purchases 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 filing refers investors to the Company's preliminary proxy statement on Schedule 14A, filed with the SEC on March 22, 2024, for more information on REH Company's relationship with the Company. The agreement's full terms are in Exhibit 10.1, the Stock Purchase Agreement.
02—Key points
Key Highlights
- Repurchase of 5,000,000 shares of common stock from REH Company at $59.22 per share
- Aggregate purchase price of $296,100,000, funded with cash on hand
- Repurchased shares will be held as treasury stock
- Described as the sixteenth privately negotiated transaction between the Company and REH Company
- Made under the $1 billion share repurchase program authorized by the Board on August 15, 2023
- Cumulative repurchases under the program total $785,805,577 to date, including this transaction
- Expected completion on or around April 4, 2024; future repurchases depend on market and other conditions and the program may be discontinued at any time
03—Questions
Frequently Asked Questions
What is the size and price of the share repurchase?
HF Sinclair will repurchase 5,000,000 shares of its common stock from REH Company at $59.22 per share, for an aggregate purchase price of $296,100,000.
How will the repurchase be paid for?
The purchase price will be funded with cash on hand, according to the filing.
Under what program is this repurchase being made?
It is made under the Company's $1 billion share repurchase program, which the Board of Directors authorized on August 15, 2023. The Company has repurchased $785,805,577 of common stock under this program to date, inclusive of this transaction.
Who is REH Company and what is its relationship to the Company?
REH Company, formerly known as The Sinclair Companies, is the selling stockholder. The filing refers investors to the Company's preliminary proxy statement on Schedule 14A, filed with the SEC on March 22, 2024, for more information on this relationship.
When is the repurchase expected to close and what happens to the shares?
The repurchase is expected to be completed on or around April 4, 2024. The repurchased shares will be held as treasury stock by the Company.
04—Continue