01—Abstract
Summary
Summary of the 8-K filed May 16, 2024. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation disclosed in this Form 8-K, filed May 16, 2024, that on May 14, 2024 it entered into a Stock Purchase Agreement with REH Company (formerly known as The Sinclair Companies), its selling stockholder, to repurchase 1,348,435 shares of its common stock at $55.62a per share, for an aggregate purchase price of $74,999,955.
The purchase will be funded with cash on hand, and the repurchased shares will be held as treasury stock. The company states the transaction is expected to be completed on or around May 17, 2024, and that it is the seventeenth privately negotiated transaction between the company and REH Company. The repurchase will be made under the company's $1 billionb share repurchase program authorized by the Board of Directors on May 7, 2024.
The filing states that, to date, the company has repurchased $74,999,955c of common stock under this program, inclusive of the transaction described. 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 notes that the completion of the transaction on the expected timing is a forward-looking risk factor. Further information on REH Company's relationship with the company is referenced in the company's definitive proxy statement on Schedule 14A filed April 4, 2024.
02—Key points
Key Highlights
- Stock Purchase Agreement dated May 14, 2024 with REH Company (formerly The Sinclair Companies) to repurchase 1,348,435 shares of common stock
- Purchase price of $55.62 per share, for an aggregate purchase price of $74,999,955
- Transaction funded with cash on hand; repurchased shares will be held as treasury stock
- Expected completion on or around May 17, 2024
- Transaction is the seventeenth privately negotiated transaction between the company and REH Company
- Executed under the $1 billion share repurchase program authorized by the Board on May 7, 2024; $74,999,955 repurchased to date under the program, including this transaction
- Future repurchases, including from REH Company, depend on market and corporate conditions 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 agreed to repurchase 1,348,435 shares of its common stock from REH Company at $55.62 per share, for an aggregate purchase price of $74,999,955.
How will the share repurchase be funded?
The purchase price will be funded with cash on hand.
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 is made under the company's $1 billion share repurchase program, authorized by the Board of Directors on May 7, 2024. The company has repurchased $74,999,955 in common stock under this program to date, including this transaction.
Who is REH Company and when will the transaction close?
REH Company, formerly known as The Sinclair Companies, is the selling stockholder. The transaction is expected to be completed on or around May 17, 2024. The filing refers investors to the company's April 4, 2024 proxy statement for more information on REH Company's relationship with the company.
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