01—Abstract
Summary
Summary of the 8-K filed August 18, 2025. Cited figures are marked; the original filing is the authoritative source.
On August 18, 2025, HF Sinclair Corporation completed a public offering of $500 milliona aggregate principal amount of 5.500% Senior Notes due 2032.
The notes were issued under the Registration Statement on Form S-3 filed February 26, 2025, and a prospectus supplement dated August 11, 2025, and were issued under a base indenture dated April 27, 2022, with Computershare Trust Company, N.A. as trustee, as supplemented by a fourth supplemental indenture dated August 18, 2025. The notes are redeemable prior to maturity on terms set out in that supplemental indenture. The filing states that net proceeds are intended to fund the previously announced cash tender offer for any and all of the company's outstanding 5.875%b Senior Notes due 2026 and 6.375% Senior Notes due 2027.
Proceeds may also be used to redeem, repurchase, discharge or defease any of those notes not purchased in the tender offer, and the remainder is intended for general corporate purposes, which may include capital expenditures. The company also disclosed an underwriting agreement dated August 11, 2025 with Citigroup Global Markets Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Scotia Capital (USA) Inc., as representatives of the underwriters. The agreement contains customary representations, warranties and covenants, and the company agreed to indemnify the underwriters against certain liabilities, including under the Securities Act of 1933 and the Securities Exchange Act of 1934.
02—Key points
Key Highlights
- Completed a public offering of $500 million aggregate principal amount of 5.500% Senior Notes due 2032 on August 18, 2025.
- Offering was made under an automatic shelf registration statement on Form S-3 filed February 26, 2025, with a prospectus supplement dated August 11, 2025.
- Net proceeds are intended to fund the cash tender offer for any and all outstanding 5.875% Senior Notes due 2026 and 6.375% Senior Notes due 2027.
- Any Subject Notes not purchased in the tender offer may be redeemed, repurchased, discharged or defeased at the company's discretion.
- Remaining proceeds are intended for general corporate purposes, which may include capital expenditures.
- Notes were issued under a base indenture dated April 27, 2022 with Computershare Trust Company, N.A. as trustee, supplemented by a fourth supplemental indenture dated August 18, 2025.
- Underwriting agreement dated August 11, 2025 with Citigroup Global Markets Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Scotia Capital (USA) Inc. as representatives; the company agreed to indemnify the underwriters.
03—Questions
Frequently Asked Questions
How much debt did HF Sinclair issue and what are its key terms?
The company issued $500 million aggregate principal amount of 5.500% Senior Notes due 2032. The notes are redeemable prior to maturity under the terms set forth in the fourth supplemental indenture dated August 18, 2025.
What will the proceeds from the notes be used for?
The filing states the net proceeds are intended to fund the previously announced cash tender offer for any and all of the company's 5.875% Senior Notes due 2026 and 6.375% Senior Notes due 2027. Any of those notes not purchased in the tender offer may be redeemed, repurchased, discharged or defeased if the company deems appropriate. The remainder is intended for general corporate purposes, which may include capital expenditures.
Under what registration and documentation was the offering made?
The offering was registered under an automatic shelf registration statement on Form S-3 filed February 26, 2025, and made under the related prospectus dated February 26, 2025, as supplemented by a prospectus supplement dated August 11, 2025. The notes were issued under a base indenture dated April 27, 2022 with Computershare Trust Company, N.A. as trustee.
Who were the underwriters and what obligations did the company take on?
The underwriting agreement dated August 11, 2025 was entered into with Citigroup Global Markets Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Scotia Capital (USA) Inc., as representatives of the underwriters. The agreement contains customary representations, warranties and covenants, and the company agreed to indemnify the underwriters against certain liabilities, including under the Securities Act of 1933 and the Securities Exchange Act of 1934.
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