01—Abstract
Summary
Summary of the 8-K filed January 24, 2025. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation (NYSE: DINO) filed this Form 8-K to report results and pricing of its cash tender offer for debt securities.
The Corporation announced early results on January 23, 2025 for a tender offer with an aggregate purchase price of up to $1,050,000,000, covering up to $150,000,000a 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. The Financing Condition has been satisfied, and the 2027 Notes tender cap of $150.0 million has been reached, so no further tenders of those notes are expected to be accepted. On January 24, 2025, the Corporation announced pricing terms.
Total Tender Offer Consideration was $1,018.64b per $1,000 principal amount for the 2027 Notes and $1,010.01 per $1,000 principal amount for each series of 2026 Notes, including a $30 per $1,000 Early Tender Premium. Accepted principal amounts were $150,000,000 of the 2027 Notes (41.5% final proration factor), $448,090,000 of HF Sinclair's 2026 Notes (100%), and $48,496,000 of HollyFrontier's 2026 Notes (100%). Early settlement is expected on January 28, 2025, and the offer remains open until February 7, 2025.
For investors, this filing reflects a debt management transaction in which the company uses the tender offer to retire outstanding notes. The filing does not state the source of funds beyond the reference to a satisfied Financing Condition, and it does not provide the company's full financial results.
02—Key points
Key Highlights
- Cash tender offer with aggregate purchase price of up to $1,050,000,000 across HF Sinclair and HollyFrontier notes
- 6.375% Senior Notes due 2027: $150,000,000 accepted for purchase, with a final proration factor of 41.5% because tenders exceeded the $150.0 million cap
- 5.875% Senior Notes due 2026 (HF Sinclair): $448,090,000 accepted for purchase at 100% proration
- 5.875% Senior Notes due 2026 (HollyFrontier): $48,496,000 accepted for purchase at 100% proration
- Total Tender Offer Consideration of $1,018.64 per $1,000 for the 2027 Notes and $1,010.01 per $1,000 for the 2026 Notes, including a $30 per $1,000 Early Tender Premium
- Early Settlement Date set for January 28, 2025; Expiration Date set for February 7, 2025 at 5:00 p.m. New York City time
- Financing Condition for the Tender Offer has been satisfied
03—Questions
Frequently Asked Questions
How much debt is HF Sinclair retiring through this tender offer?
The filing shows accepted principal amounts of $150,000,000 of the 6.375% Senior Notes due 2027, $448,090,000 of HF Sinclair's 5.875% Senior Notes due 2026, and $48,496,000 of HollyFrontier's 5.875% Senior Notes due 2026, which are to be purchased, retired and cancelled on the Early Settlement Date.
Why were the 2027 Notes prorated?
Because the total principal amount of 2027 Notes validly tendered before the Early Tender Deadline exceeded the $150.0 million 2027 Notes Tender Cap, the final proration factor was 41.5%, and the Corporation does not expect to accept further tenders of those notes.
What is the price holders receive for tendered notes?
Total Tender Offer Consideration is $1,018.64 per $1,000 principal amount for the 2027 Notes and $1,010.01 per $1,000 principal amount for each series of 2026 Notes. These amounts include a $30 per $1,000 Early Tender Premium and accrued and unpaid interest up to, but not including, the Early Settlement Date.
When do the tender offer payments and deadlines occur?
The Corporation expects to accept and pay for notes validly tendered by the Early Tender Deadline on January 28, 2025. The offer remains open until 5:00 p.m. New York City time on February 7, 2025, unless extended or terminated, but tenders after the Early Tender Deadline do not receive the Early Tender Premium.
04—Continue