01—Abstract
Summary
Summary of the 8-K filed August 11, 2025. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation (NYSE and NYSE Texas: DINO) announced on August 11, 2025 that it priced an offering of $500,000,000a aggregate principal amount of its 5.500% Senior Notes due 2032 at a price to the public of 99.290% of principal amount.
The offering is expected to close on August 18, 2025, subject to customary closing conditions. Interest is payable March 1 and September 1 each year, with the first payment due March 1, 2026. The Corporation intends to use the net proceeds to fund a concurrent cash tender offer for any and all of its outstanding 6.375%b Senior Notes due 2027 and 5.875% Senior Notes due 2026 (the "Subject Notes").
If it deems appropriate, proceeds may also fund the redemption, repurchase, discharge or defeasance of Subject Notes not purchased in the tender offer, with the remainder used for general corporate purposes, which may include capital expenditures. The filing indicates this is primarily a refinancing of near-term debt.
The offering is being made under an effective shelf registration statement, with Citigroup Global Markets Inc. and a group of other banks acting as joint book-running managers. The information is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed for purposes of Section 18 of the Exchange Act.
02—Key points
Key Highlights
- Priced $500,000,000 of 5.500% Senior Notes due 2032 at 99.290% of principal amount.
- Expected closing date of August 18, 2025, subject to customary closing conditions.
- Net proceeds to fund a concurrent cash tender offer for any and all 6.375% Senior Notes due 2027 and 5.875% Senior Notes due 2026.
- Possible use of proceeds for redemption, repurchase, discharge or defeasance of Subject Notes not tendered, with the remainder for general corporate purposes, including capital expenditures.
- Interest payable semi-annually on March 1 and September 1, with the first payment due March 1, 2026.
- Offering made under a previously effective shelf registration statement; Citigroup Global Markets Inc. and 12 other banks are joint book-running managers or co-managers.
- Information furnished under Item 7.01 (Regulation FD) and not deemed filed under Section 18 of the Exchange Act.
03—Questions
Frequently Asked Questions
How much debt did HF Sinclair price in this offering and at what price?
HF Sinclair priced $500,000,000 aggregate principal amount of 5.500% Senior Notes due 2032 at a price to the public of 99.290% of the principal amount.
What will the proceeds be used for?
The net proceeds are intended to fund a concurrent cash tender offer for any and all outstanding 6.375% Senior Notes due 2027 and 5.875% Senior Notes due 2026. Any Subject Notes not tendered may be redeemed, repurchased, discharged or defeased if the company deems appropriate, and the remainder will go to general corporate purposes, which may include capital expenditures.
When is the offering expected to close and when is the first interest payment?
The offering is expected to close on August 18, 2025, subject to customary closing conditions. Interest is payable on March 1 and September 1 each year, with the first payment due March 1, 2026.
Who are the underwriters for the offering?
Citigroup Global Markets Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Citizens JMP Securities, LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC are joint book-running managers. Comerica Securities, Inc. and Goldman Sachs & Co. LLC are co-managers.
Is this offering registered with the SEC?
The offering is being made pursuant to an effective shelf registration statement previously filed with the SEC, and only by means of a prospectus supplement and accompanying prospectus.
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