DALLAS, Jan. 24,
2025 /PRNewswire/ -- HF Sinclair Corporation (NYSE:
DINO) (the "Corporation") today announced the pricing terms for the
previously announced cash tender offer (the "Tender Offer") to
purchase the outstanding notes (collectively, the "Notes" and each
a "Series" of Notes) listed in the table below. All other terms and
conditions of the Tender Offer remain unchanged and are described
in the Offer to Purchase dated
January 8, 2025, as amended on
January 8, 2025 (the "Offer to
Purchase"). The Financing
Condition for the Tender Offer as described in the Offer to
Purchase has been satisfied.
Capitalized terms used in this press release and not defined herein
have the meanings given to them in the Offer to Purchase.
The applicable total consideration to be paid in the Tender
Offer for each Series of Notes accepted for purchase was determined
by reference to the applicable fixed spread specified for such
Series of Notes over the yield (the "Reference Yield") based on the
bid-side price of the applicable U.S. Treasury Securities set forth
in the table below (the "Total Tender Offer Consideration"). The
Reference Yields listed in the table below were determined
(pursuant to the Offer to Purchase) at 10:00
a.m., New York City time,
today, January 24, 2025, by the Lead
Dealer Managers. The applicable Total Tender Offer Consideration
for each Series of Notes includes an Early Tender Premium (as
defined in the Offer to Purchase)
of $30 per $1,000 principal amount of Notes accepted for
purchase by the Corporation.
The following table sets forth the aggregate principal amounts
of each Series of Notes that the Corporation has accepted for
purchase and pricing information for the Tender Offer:
Title of
Security
|
|
CUSIP(1)
|
|
Issuer
|
|
Aggregate
Principal
Amount
Outstanding
Prior to the
Tender
Offer
|
|
Reference
U.S.
Treasury
Security
|
|
Reference
Yield
|
|
Fixed
Spread
(basis
points) (2)
|
|
Aggregate
Principal
Amount
Tendered as
of
the Early
Tender
Deadline
(3)
|
|
Aggregate
Principal
Amount
Accepted for
Purchase
|
|
Final
Proration
Factor (4)
|
|
Total Tender
Offer
Consideration
(5)
|
6.375%
Senior
Notes due 2027
(the "2027 Notes")
|
|
403949 AK6
U4322C AD5
403949
AP5
|
|
HF
Sinclair
|
|
$
399,875,000
|
|
2.625%
U.S.T.
due
4/15/25
|
|
4.432 %
|
|
50
|
|
$361,067,000
|
|
$150,000,000
|
|
41.5 %
|
|
$1,018.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.875%
Senior
Notes due 2026
|
|
403949 AF7
U4322C AB9
403949
AB6
|
|
HF
Sinclair
|
|
$
797,100,000
|
|
4.250%
U.S.T.
due
12/31/25
|
|
4.256 %
|
|
50
|
|
$448,090,000
|
|
$448,090,000
|
|
100 %
|
|
$1,010.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.875%
Senior
Notes due 2026
|
|
436106AA6
|
|
Holly
Frontier
|
|
$
202,900,000
|
|
4.250%
U.S.T.
due
12/31/25
|
|
4.256 %
|
|
50
|
|
$48,496,000
|
|
$48,496,000
|
|
100 %
|
|
$1,010.01
|
|
|
|
|
|
|
|
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP numbers listed
in this Offer to Purchase or printed on the Notes. They are
provided solely for the convenience of Holders of the
Notes.
|
(2)
|
Includes the Early
Tender Premium of $30 per $1,000 principal amount of Notes for each
Series.
|
(3)
|
As reported by D.F.
King & Co., Inc., the tender and information agent for the
Tender Offer.
|
(4)
|
The final proration
factor has been rounded to the nearest tenth of a percentage point
for presentation purposes.
|
(5)
|
Payable for each $1,000
principal amount of applicable Notes validly tendered at or prior
to the Early Tender Deadline and accepted for purchase by the
Corporation and includes the Early Tender Premium. In addition,
Holders whose Notes are accepted will also receive interest on such
Notes accrued to the applicable settlement date.
|
The Corporation expects to accept for payment Notes validly
tendered and not validly withdrawn as shown in the table above on
January 28, 2025 (the "Early
Settlement Date"). Because the total aggregate principal amount of
the 2027 Notes validly tendered prior to the Early Tender Deadline
exceeds the $150.0 million 2027 Notes
Tender Cap, the Corporation does not expect to accept any further
tenders of the 2027 Notes.
The Tender Offer will remain open until 5:00 p.m., New York
City time, on February 7,
2025, unless extended or earlier terminated as described in
the Offer to Purchase (such time
and date, as it may be extended, the "Expiration Date"). Each
Holder who validly tenders its Notes after the Early Tender
Deadline will not be eligible to receive the Early Tender Premium
of $30 per $1,000 principal amount of Notes. In accordance
with the terms of the Offer to Purchase, the Corporation reserves the right
to increase the Maximum Aggregate Purchase Price or otherwise amend
the Tender Offer, subject to applicable law.
All payments for Notes tendered on or before the Early Tender
Deadline that are purchased by the Corporation will also include
accrued and unpaid interest on the principal amount of Notes
tendered and accepted for purchase from the last interest payment
date applicable to the relevant Series of Notes up to, but not
including, the Early Settlement Date. Notes that have been validly
tendered and not validly withdrawn at or before the Early Tender
Deadline and are accepted in the Tender Offer will be purchased,
retired and cancelled by the Corporation on the Early Settlement
Date.
BofA Securities and Citigroup are the Lead Dealer Managers for
the Tender Offer. D.F. King & Co., Inc. is the Tender Agent and
Information Agent. Persons with questions regarding the Tender
Offer should contact BofA Securities, Inc. at +1 (888) 292-0070
(toll-free) or +1 (980) 387-5602 (collect) or
debt_advisory@bofa.com or Citigroup Global Markets Inc. at +1 (800)
558-3745 (toll free) or +1 (212) 723-6106 or
ny.liabilitymanagement@citi.com. Questions regarding the tendering
of Notes and requests for copies of the Offer to Purchase and related materials should be
directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks
and brokers) or (800) 949-2583 (all others, toll-free) or email
DINO@dfking.com.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The Tender Offer is
made only by the Offer to Purchase
and the information in this press release is qualified by reference
to the Offer to Purchase. There is
no separate letter of transmittal in connection with the Offer to
Purchase. None of the Corporation,
the Corporation's Board of Directors, the Lead Dealer Managers, the
Tender Agent and Information Agent or the trustee with respect to
any Notes is making any recommendation as to whether Holders should
tender any Notes in response to the Tender Offer, and neither the
Corporation nor any such other person has authorized any person to
make any such recommendation. Holders must make their own decision
as to whether to tender any of their Notes, and, if so, the
principal amount of Notes to tender.
About HF Sinclair Corporation:
HF Sinclair Corporation, headquartered in Dallas, Texas, is an independent energy
company that produces and markets high-value light products such as
gasoline, diesel fuel, jet fuel, renewable diesel and lubricants
and other specialty products. HF Sinclair owns and operates
refineries located in Kansas,
Oklahoma, New Mexico, Wyoming, Washington and Utah. HF Sinclair provides petroleum product
and crude oil transportation, terminalling, storage and throughput
services to our refineries and the petroleum industry. HF Sinclair
markets its refined products principally in the Southwest U.S., the
Rocky Mountains extending into the Pacific Northwest and in other
neighboring Plains states and supplies high-quality fuels to more
than 1,500 branded stations and licenses the use of the Sinclair
brand at more than 300 additional locations throughout the country.
HF Sinclair produces renewable diesel at two of its facilities in
Wyoming and also at its facility
in New Mexico. In addition,
subsidiaries of HF Sinclair produce and market base oils and other
specialized lubricants in the U.S., Canada and the
Netherlands, and export products to more than 80
countries.
FOR FURTHER INFORMATION, Contact:
Craig Biery, Vice President,
Investor Relations
HF Sinclair Corporation
214-954-6510
Cautionary Statement Regarding Forward-Looking Statements:
The following is a "safe harbor" statement under the Private
Securities Litigation Reform Act of 1995: The statements in this
press release relating to matters that are not historical facts,
including those regarding the Tender Offer and the timing and
outcome thereof, are "forward-looking statements" that involve
certain risks and uncertainties that could cause actual outcomes
and results to materially differ from what is expressed, implied or
forecast in such statements. Any differences could be caused by a
number of factors, including, but not limited to, the ability to
complete the offering, general market conditions and other
financial, operational and legal risks and uncertainties detailed
from time to time in the Corporation's SEC filings. All
forward-looking statements included in this press release are
expressly qualified in their entirety by the foregoing cautionary
statements. The forward-looking statements speak only as of the
date made and, other than as required by law, we undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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SOURCE HF Sinclair Corporation