HF Sinclair Corp NYSE false 0001915657 0001915657 2025-02-11 2025-02-11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 11, 2025

 

 

HF SINCLAIR CORPORATION

(Exact Name of Registrant as specified in its charter)

 

 

 

Delaware   001-41325   87-2092143
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

 

2323 Victory Ave., Suite 1400

Dallas, TX

  75219
(Address of principal executive office)   (Zip Code)

Registrant’s telephone number, including area code: (214) 871-3555

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock $0.01 par value   DINO   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 7.01.

Regulation FD Disclosure.

On February 11, 2025, HF Sinclair Corporation, a Delaware corporation (the “Corporation”), announced that it will redeem $195,000,000 aggregate principal amount of its outstanding 5.875% Senior Notes due 2026 (CUSIP Nos. 403949 AF7, U4322C AB9, and 403949 AB6) (the “Notes”). The redemption price for the Notes will equal the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the “make-whole” redemption premium specified in the indenture, as supplemented, governing the Notes, plus, in either case, accrued and unpaid interest to the Redemption Date (as defined below). The redemption of the Notes is scheduled to occur on February 21, 2025 (the “Redemption Date”). A copy of the Corporation’s press release announcing the redemption is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 in its entirety. This Current Report on Form 8-K does not constitute a notice of redemption of the Notes.

The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description

99.1    Press Release of the Corporation issued February 11, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL documents).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

HF SINCLAIR CORPORATION
By:  

/s/ Atanas H. Atanasov

  Atanas H. Atanasov
  Executive Vice President and Chief Financial Officer

Date: February 11, 2025

Exhibit 99.1

HF Sinclair Corporation Announces Partial Redemption of its 5.875% Senior Notes due 2026

DALLAS, TEXAS, February 11, 2025—HF Sinclair Corporation (the “Corporation”) (NYSE: DINO) today announced that it will redeem $195,000,000 aggregate principal amount of its outstanding 5.875% Senior Notes due 2026 (the “Notes”). The redemption price for the Notes will equal the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the “make-whole” redemption premium specified in the indenture, as supplemented, governing the Notes, plus, in either case, accrued and unpaid interest to the Redemption Date (as defined below). The redemption of the Notes is scheduled to occur on February 21, 2025 (the “Redemption Date”). The Corporation intends to fund the redemption with the net proceeds of the Corporation’s registered offering of $1,400,000,000 aggregate principal amount of senior notes completed on January 23, 2025. On and after the Redemption Date, the Notes will no longer be deemed outstanding, interest will cease to accrue thereon and all rights of the holders of the Notes will cease, except for the right to receive the redemption price. This release does not constitute a Notice of Redemption of the Notes.

Computershare Trust Company, N.A. (the “Trustee”) is serving as the paying agent for this transaction. Copies of the Notice of Redemption and additional information relating to the redemption of the Notes may be obtained from the Trustee, 1505 Energy Park Dr., St. Paul, MN 55108, telephone: 1-800-344-5128.

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 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

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Feb. 11, 2025
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Entity Registrant Name HF Sinclair Corp
Security Exchange Name NYSE
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Entity Central Index Key 0001915657
Document Type 8-K
Document Period End Date Feb. 11, 2025
Entity Incorporation State Country Code DE
Entity File Number 001-41325
Entity Tax Identification Number 87-2092143
Entity Address, Address Line One 2323 Victory Ave.
Entity Address, Address Line Two Suite 1400
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75219
City Area Code (214)
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Security 12b Title Common Stock $0.01 par value
Trading Symbol DINO
Entity Emerging Growth Company false

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