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HF Sinclair 8-K Report, Regulation FD Disclosure (Jan 28, 2025)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed January 28, 2025
Period End
January 27, 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 28, 2025. Cited figures are marked; the original filing is the authoritative source.

On January 27, 2025, HF Sinclair Corporation (NYSE: DINO) announced that it will redeem all outstanding 5.875%a Senior Notes due 2026 of its wholly owned subsidiary, HollyFrontier Corporation.

The redemption is scheduled for February 16, 2025. The redemption price will be the greater of 100% of the principal amount and the make-whole redemption premium specified in the governing indenture, plus accrued and unpaid interest to the redemption date. The Corporation intends to fund the redemption with net proceeds from its registered offering of $1.4 billionb aggregate principal amount of senior notes, completed on January 23, 2025.

Once the redemption date passes, the redeemed notes will no longer be outstanding and interest will cease to accrue. Computershare Trust Company, N.A. is serving as paying agent. The filing states that it is not a notice of redemption; holders are directed to the Notice of Redemption and the Trustee for further details.

The filing is a Regulation FD disclosure furnished under Item 7.01, and its press release is attached as Exhibit 99.1. For investors, the main takeaway is a refinancing of HollyFrontier's 2026 notes using the proceeds of new senior notes issued at the parent level, with no other operational or financial results disclosed in this filing.

02—Key points

Key Highlights

  1. HF Sinclair will redeem all outstanding 5.875% Senior Notes due 2026 issued by its wholly owned subsidiary, HollyFrontier Corporation.
  2. The redemption is scheduled for February 16, 2025.
  3. Redemption price is the greater of 100% of principal amount or the indenture's make-whole premium, plus accrued and unpaid interest.
  4. The redemption will be funded with net proceeds from a $1.4 billion registered senior notes offering completed January 23, 2025.
  5. Computershare Trust Company, N.A. is the trustee and paying agent for the transaction.
  6. After the redemption date, the notes will no longer be deemed outstanding and interest will stop accruing.
  7. The filing is furnished under Item 7.01 (Regulation FD) and is not a notice of redemption.

03—Questions

Frequently Asked Questions

  1. Which notes is HF Sinclair redeeming, and who issued them?

    The notes being redeemed are the 5.875% Senior Notes due 2026, issued by HollyFrontier Corporation, a wholly owned subsidiary of HF Sinclair Corporation.

  2. When will the redemption occur?

    The redemption is scheduled to occur on February 16, 2025, which the filing defines as the Redemption Date.

  3. How will the redemption price be determined?

    The price equals the greater of (i) 100% of the principal amount being redeemed and (ii) the make-whole redemption premium set out in the indenture, as supplemented, plus accrued and unpaid interest to the Redemption Date.

  4. How is the company paying for the redemption?

    The company intends to use the net proceeds from its registered offering of $1.4 billion aggregate principal amount of senior notes, completed on January 23, 2025.

  5. Does this filing itself constitute a notice of redemption?

    No. The filing states that it does not constitute a notice of redemption. Holders can obtain the Notice of Redemption and additional information from the Trustee, Computershare Trust Company, N.A.

04—Continue

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