01—Abstract
Summary
Summary of the 8-K filed August 11, 2025. Cited figures are marked; the original filing is the authoritative source.
On August 11, 2025, HF Sinclair Corporation (NYSE and NYSE Texas: DINO) announced that it has commenced a cash tender offer to purchase any and all of its outstanding 5.875%a Senior Notes due 2026 and 6.375% Senior Notes due 2027.
The filing reports aggregate principal amounts outstanding of $153,585,000b for the 2026 notes and $249,875,000 for the 2027 notes. The tender offer is governed by an Offer to Purchase dated August 11, 2025. The tender consideration for each series will be set by reference to a fixed spread of 50 basis points over the bid-side yield on a specified U.S. Treasury security: the 4.250% U.S.T. due 12/31/25 for the 2026 notes and the 3.750% U.S.T. due 4/15/26 for the 2027 notes.
Holders will also receive accrued and unpaid interest up to the settlement date, which the company expects will be August 20, 2025. The offer expires at 5:00 p.m. New York City time on August 15, 2025, unless extended, and the consideration will be priced at 2:00 p.m. that day.
The tender offer is conditioned on the company receiving aggregate gross proceeds from a concurrent public offering of senior debt securities sufficient to fund the repurchases, on terms acceptable to the company. The offer is not conditioned on any minimum amount of notes being tendered, and the company may waive conditions or extend or terminate the offer. The company may also redeem or repurchase any notes not tendered, but the filing states this is not a notice of redemption.
02—Key points
Key Highlights
- HF Sinclair commenced a cash tender offer for any and all of its 5.875% Senior Notes due 2026 and 6.375% Senior Notes due 2027.
- Outstanding principal amounts are $153,585,000 for the 2026 notes and $249,875,000 for the 2027 notes.
- Tender consideration is set at a fixed spread of 50 basis points over the referenced U.S. Treasury yield for both series.
- The offer expires at 5:00 p.m. New York City time on August 15, 2025, unless extended, with pricing at 2:00 p.m. that day.
- Settlement is expected on August 20, 2025, with accrued and unpaid interest paid in addition to the tender consideration.
- The offer is conditioned on proceeds from a concurrent public offering of senior debt securities sufficient to fund the repurchases, and is not conditioned on a minimum tender amount.
- The company may also redeem untendered notes, though the release states it is not a notice of redemption.
03—Questions
Frequently Asked Questions
Which notes is HF Sinclair offering to buy back?
The company is offering to purchase any and all of its 5.875% Senior Notes due 2026 (CUSIP 403949 AB6) and 6.375% Senior Notes due 2027 (CUSIP 403949 AK6, with other listed CUSIPs).
How is the tender price determined?
The price is based on a fixed spread of 50 basis points over the bid-side yield of a specified U.S. Treasury security: the 4.250% U.S.T. due 12/31/25 for the 2026 notes and the 3.750% U.S.T. due 4/15/26 for the 2027 notes. Pricing is calculated at 2:00 p.m. New York City time on August 15, 2025, unless extended, and the filing notes consideration accounts for par call or redemption dates.
When must holders tender their notes and when will they be paid?
Notes must be validly tendered before the Expiration Time of 5:00 p.m. New York City time on August 15, 2025, unless extended. The company expects to pay on the Settlement Date of August 20, 2025, assuming no extension or termination, along with accrued and unpaid interest.
What conditions apply to the tender offer?
The offer is conditioned on the company receiving aggregate gross proceeds from its concurrent public offering of senior debt securities at or before the Expiration Time, in an amount sufficient to repurchase the tendered notes and on terms acceptable to the company. The company may waive conditions or extend or terminate the offer. It is not conditioned on any minimum amount of notes being tendered.
Could the company redeem notes that are not tendered?
The release states that, following completion of the tender offer, the company may, but is not obligated to, redeem all notes not purchased at the contractual redemption prices, or otherwise repurchase, discharge or defease them. The release explicitly says it is not a notice of redemption.
04—Continue