01—Abstract
Summary
Summary of the 8-K filed January 23, 2025. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation completed a public offering on January 23, 2025 of $1.4 billiona aggregate principal amount of senior notes, comprising $650 million of 5.750% Senior Notes due 2031 and $750 million of 6.250% Senior Notes due 2035.
The offering was made under an automatic shelf registration statement on Form S-3 and was issued under a base indenture dated April 27, 2022 with Computershare Trust Company, N.A., as trustee, supplemented by a third supplemental indenture dated January 23, 2025. The underwriting agreement is dated January 8, 2025 and was entered into with BofA Securities, MUFG Securities Americas, SMBC Nikko Securities America and Wells Fargo Securities as representatives of the underwriters. The company stated that net proceeds are intended to fund a previously announced cash tender offer for up to $1.05 billionb aggregate purchase price of certain HF Sinclair, HollyFrontier and Holly Energy Partners-related notes, including up to $150 million of its 6.375% Senior Notes due 2027, its 5.875% Senior Notes due 2026, and HollyFrontier Corporation's 5.875% Senior Notes due 2026.
Proceeds are also intended to repay all outstanding borrowings under the Third Amended and Restated Credit Agreement dated July 27, 2017 of Holly Energy Partners, L.P., with any remainder used for general corporate purposes, which may include capital expenditures. The filing states that the Notes of each series are redeemable prior to maturity on the terms set out in the Third Supplemental Indenture. Vinson & Elkins L.L.P. provided a legal opinion (Exhibit 5.1) related to the offering.
02—Key points
Key Highlights
- Issued $1.4 billion of senior notes in total, split between $650 million of 5.750% notes due 2031 and $750 million of 6.250% notes due 2035
- Offering was registered under an automatic shelf registration statement on Form S-3 (Registration No. 333-264186) filed April 7, 2022
- Net proceeds intended to fund a cash tender offer for up to $1.05 billion aggregate purchase price of specified senior notes due 2026 and 2027
- Proceeds also intended to repay all outstanding borrowings under the Holly Energy Partners, L.P. Third Amended and Restated Credit Agreement
- Any remaining proceeds are earmarked for general corporate purposes, which may include capital expenditures
- Notes of each series are redeemable prior to maturity under the Third Supplemental Indenture terms
- Underwriting agreement dated January 8, 2025 includes customary representations, warranties, covenants and indemnification of the underwriters
03—Questions
Frequently Asked Questions
What debt did HF Sinclair issue on January 23, 2025?
The company completed a public offering of $1.4 billion aggregate principal amount of senior notes, consisting of $650 million of 5.750% Senior Notes due 2031 and $750 million of 6.250% Senior Notes due 2035.
How will the company use the proceeds from the notes?
The net proceeds are intended to fund a cash tender offer for up to $1.05 billion aggregate purchase price of specified senior notes, to repay all outstanding borrowings under the Holly Energy Partners credit agreement, and for any remaining amount, general corporate purposes that may include capital expenditures.
Which notes is the tender offer targeting?
The tender offer covers up to $150 million of the Corporation's 6.375% Senior Notes due 2027, the Corporation's 5.875% Senior Notes due 2026, and HollyFrontier Corporation's 5.875% Senior Notes due 2026.
Who is the trustee and under what indenture were the notes issued?
The notes were issued under a base indenture dated April 27, 2022 with Computershare Trust Company, N.A., as trustee, as supplemented by a third supplemental indenture dated January 23, 2025.
Are the notes redeemable before maturity?
Yes. The filing states that the notes of each series will be redeemable prior to maturity under the terms and conditions set forth in the Third Supplemental Indenture.
04—Continue