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HF Sinclair 8-K Report, Regulation FD Disclosure (Jan 10, 2025)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed January 10, 2025
Period End
January 8, 2025
Security
DINO
In the record · 2022–202610-K410-Q158-K125

DINO filed 4 annual reports (10-K), 15 quarterly reports (10-Q) and 125 current reports (8-K) between 2022 and 2026.

  1. Leadership change8-K · Sep ’22Sep ’22
  2. Material agreement8-K · Jul ’23Jul ’23
  3. Leadership change8-K · Jul ’24Jul ’24
  4. Material agreement8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed January 10, 2025. Cited figures are marked; the original filing is the authoritative source.

HF Sinclair Corporation (NYSE: DINO) announced on January 8, 2025 that it priced a $1.4 billiona senior notes offering, consisting of $650 million of 5.750% Senior Notes due 2031 at 99.667% of principal and $750 million of 6.250% Senior Notes due 2035 at 99.475% of principal.

The offering is expected to close on January 23, 2025. The company intends to use the net proceeds to repay $350 millionb of borrowings under the revolving credit agreement of its wholly owned subsidiary, Holly Energy Partners, L.P., and to fund a concurrent cash tender offer, with the remainder, if any, for general corporate purposes, which may include capital expenditures. The same day, the company increased the maximum aggregate purchase price of its cash tender offer to up to $1.05 billion (excluding accrued interest), up from the previously announced $900 million.

The tender targets up to $150 millionc of the 6.375% Senior Notes due 2027, the 5.875% Senior Notes due 2026 of HF Sinclair, and the 5.875% Senior Notes due 2026 of HollyFrontier Corporation, in that acceptance priority order. The early tender deadline is January 23, 2025, with an early tender premium of $30 per $1,000 principal amount, and the offer expires February 7, 2025. The tender offer is conditioned on receipt of sufficient gross proceeds from the concurrent notes offering.

For investors, the filing shows a liability management transaction that refinances near-term debt and extends the maturity profile into 2031 and 2035. The filing does not state the company's pre-transaction leverage or the effect on interest expense; it reports the pricing, use of proceeds, and tender terms only. The press releases are furnished under Item 7.01 and are not deemed filed for purposes of Section 18 of the Exchange Act.

02—Key points

Key Highlights

  1. Priced $1.4 billion of senior notes: $650 million of 5.750% notes due 2031 (at 99.667%) and $750 million of 6.250% notes due 2035 (at 99.475%), with closing expected January 23, 2025.
  2. Increased the maximum aggregate purchase price of the cash tender offer to up to $1.05 billion (excluding accrued interest), up from $900 million.
  3. Use of proceeds includes repaying $350 million of borrowings under the revolving credit agreement of wholly owned subsidiary Holly Energy Partners, L.P., plus funding the tender offer.
  4. Tender offer targets up to $150 million of 6.375% Senior Notes due 2027 (Acceptance Priority Level 1), HF Sinclair's 5.875% Senior Notes due 2026 (Level 2, $797.1 million outstanding), and HollyFrontier's 5.875% Senior Notes due 2026 (Level 3, $202.9 million outstanding).
  5. Early tender premium of $30 per $1,000 principal amount; early tender deadline January 23, 2025, early settlement expected January 28, 2025, and expiration February 7, 2025.
  6. Tender offer is conditioned on receipt of sufficient gross proceeds from the concurrent notes offering, and the Corporation may waive conditions, extend, terminate, or change the maximum purchase price and the 2027 Notes tender cap.
  7. Interest on the new notes is payable January 15 and July 15 each year, with the first payment due July 15, 2025.

03—Questions

Frequently Asked Questions

  1. How much debt is HF Sinclair raising in this offering?

    HF Sinclair priced $1.4 billion of senior notes, consisting of $650 million of 5.750% Senior Notes due 2031 and $750 million of 6.250% Senior Notes due 2035. The notes were priced at 99.667% and 99.475% of principal, respectively, and the offering is expected to close on January 23, 2025.

  2. What will the company do with the proceeds?

    The company intends to use the net proceeds to repay $350 million of outstanding borrowings under the revolving credit agreement of its wholly owned subsidiary, Holly Energy Partners, L.P., and to fund the concurrent cash tender offer for up to $1.05 billion (excluding accrued interest). Any remainder would be used for general corporate purposes, which may include capital expenditures.

  3. Which notes is the tender offer seeking to repurchase?

    The tender offer covers up to $150 million of the 6.375% Senior Notes due 2027 (with a $150 million tender cap), HF Sinclair's 5.875% Senior Notes due 2026, and HollyFrontier Corporation's 5.875% Senior Notes due 2026. Purchases are made in acceptance priority order, subject to the maximum aggregate purchase price, the 2027 Notes tender cap, and proration.

  4. What incentive do holders receive for tendering early?

    Holders who validly 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 per $1,000 principal amount. Holders who tender after that deadline but before the February 7, 2025 expiration receive only the late tender offer consideration, which is $30 per $1,000 less.

  5. When are the new notes' interest payments due?

    Interest on the new 2031 and 2035 notes is payable on January 15 and July 15 of each year, with the first interest payment due on July 15, 2025.

04—Continue

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