How much debt is HF Sinclair seeking to repurchase in this tender offer?

The tender offer is for an aggregate purchase price of up to $900.0 million, excluding accrued interest. Within that limit, the 2027 Notes are subject to a tender cap of $150,000,000 in principal amount.

What determines which notes get accepted if tenders exceed the maximum?

Acceptance follows the stated priority levels: the 6.375% Senior Notes due 2027 are priority 1, the HF Sinclair 5.875% Senior Notes due 2026 are priority 2, and the HollyFrontier 5.875% Senior Notes due 2026 are priority 3. Proration may apply to the last priority level accepted, and notes tendered after the Early Tender Deadline are accepted after those tendered earlier if the purchase price limit is reached.

What do holders receive for tendering their notes?

Holders who tender by the Early Tender Deadline receive the Total Tender Offer Consideration, which is set by a fixed spread over a U.S. Treasury reference yield and includes a $30 per $1,000 principal amount Early Tender Premium. Holders who tender after that deadline receive the Late Tender Offer Consideration, which is $30 per $1,000 less. Accrued and unpaid interest is paid in addition in both cases.

Is the tender offer guaranteed to be completed?

No. The Corporation's obligation to accept and pay for tendered notes is conditioned on receiving sufficient gross proceeds from the concurrent public offering of senior debt on terms satisfactory to the Corporation. The Corporation may also waive conditions, extend, terminate, or change the maximum purchase price or the 2027 tender cap at any time.

What is the timeline for the offer?

The Early Tender Deadline is 5:00 p.m. New York City time on January 23, 2025, and the Price Determination Date is expected to be January 24, 2025. The Early Settlement Date is expected to be January 28, 2025, and the offer expires February 7, 2025 unless extended. The Final Settlement Date is expected to be February 11, 2025, assuming the maximum purchase price is not reached on the early settlement date.

DINO 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed January 8, 2025. Cited figures are marked; the original filing is the authoritative source.

On January 8, 2025, HF Sinclair Corporation announced that it has commenced a cash tender offer for an aggregate purchase price of up to $900.0 million^a of outstanding debt securities.

The offer covers up to $150.0 million^b aggregate principal amount of the Corporation's 6.375% Senior Notes due 2027 (with a 2027 Notes Tender Cap of $150 million), the Corporation's 5.875% Senior Notes due 2026, and HollyFrontier Corporation's 5.875% Senior Notes due 2026. Acceptance is prioritized by level, with the 2027 Notes at priority 1, the HF Sinclair 2026 Notes at priority 2, and the HollyFrontier 2026 Notes at priority 3. The tender is subject to the Offer to Purchase dated January 8, 2025, and is conditioned on the Corporation receiving sufficient gross proceeds from a concurrent public offering of senior debt securities, on terms acceptable to the Corporation.

Holders who tender by the Early Tender Deadline of 5:00 p.m. New York City time on January 23, 2025 receive the Total Tender Offer Consideration, which includes an Early Tender Premium of $30^c per $1,000 principal amount. Later tenders receive only the Late Tender Offer Consideration, which is $30 per $1,000 lower.

The offer expires February 7, 2025 unless extended. The Corporation expects the Early Settlement Date to be January 28, 2025 and the Final Settlement Date to be February 11, 2025. The tender is not conditioned on any minimum amount of notes being tendered, and the Corporation may waive conditions, extend or terminate the offer, or change the maximum purchase price or 2027 tender cap at any time.

For investors, the filing signals a liability management transaction. HF Sinclair is using proceeds from new senior debt to repurchase existing notes, with the principal amounts ultimately purchased depending on tender levels, priority and proration. The filing does not state the total principal outstanding in the notes or the results of the offer.

02—Key points

Key Highlights

Cash tender offer for up to $900.0 million aggregate purchase price of debt securities, announced January 8, 2025.
Eligible notes include up to $150.0 million of the 6.375% Senior Notes due 2027, the 5.875% Senior Notes due 2026 issued by HF Sinclair, and the 5.875% Senior Notes due 2026 issued by HollyFrontier Corporation.
Outstanding principal amounts listed in the filing include $399,875,000 for the 2027 Notes, $797,100,000 for HF Sinclair's 2026 Notes, and $202,900,000 for HollyFrontier's 2026 Notes.
Early Tender Premium of $30 per $1,000 principal amount, payable to holders who tender by the January 23, 2025 Early Tender Deadline.
Offer is conditioned on receipt of sufficient gross proceeds from a concurrent public offering of senior debt securities, and the offer is not conditioned on any minimum tender amount.
Key dates: Early Tender Deadline January 23, 2025; Price Determination Date expected January 24, 2025; Early Settlement Date expected January 28, 2025; Expiration Date February 7, 2025; Final Settlement Date expected February 11, 2025.
BofA Securities and Citigroup are the Lead Dealer Managers, and D.F. King & Co., Inc. is the Tender Agent and Information Agent.

03—Questions

Frequently Asked Questions

How much debt is HF Sinclair seeking to repurchase in this tender offer?
The tender offer is for an aggregate purchase price of up to $900.0 million, excluding accrued interest. Within that limit, the 2027 Notes are subject to a tender cap of $150,000,000 in principal amount.
What determines which notes get accepted if tenders exceed the maximum?
Acceptance follows the stated priority levels: the 6.375% Senior Notes due 2027 are priority 1, the HF Sinclair 5.875% Senior Notes due 2026 are priority 2, and the HollyFrontier 5.875% Senior Notes due 2026 are priority 3. Proration may apply to the last priority level accepted, and notes tendered after the Early Tender Deadline are accepted after those tendered earlier if the purchase price limit is reached.
What do holders receive for tendering their notes?
Holders who tender by the Early Tender Deadline receive the Total Tender Offer Consideration, which is set by a fixed spread over a U.S. Treasury reference yield and includes a $30 per $1,000 principal amount Early Tender Premium. Holders who tender after that deadline receive the Late Tender Offer Consideration, which is $30 per $1,000 less. Accrued and unpaid interest is paid in addition in both cases.
Is the tender offer guaranteed to be completed?
No. The Corporation's obligation to accept and pay for tendered notes is conditioned on receiving sufficient gross proceeds from the concurrent public offering of senior debt on terms satisfactory to the Corporation. The Corporation may also waive conditions, extend, terminate, or change the maximum purchase price or the 2027 tender cap at any time.
What is the timeline for the offer?
The Early Tender Deadline is 5:00 p.m. New York City time on January 23, 2025, and the Price Determination Date is expected to be January 24, 2025. The Early Settlement Date is expected to be January 28, 2025, and the offer expires February 7, 2025 unless extended. The Final Settlement Date is expected to be February 11, 2025, assuming the maximum purchase price is not reached on the early settlement date.

04—Continue

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