HF Sinclair Announces Early Results of Cash Tender Offer of Debt Securities

PR Newswire

DALLAS, Jan. 23, 2025

DALLAS, Jan. 23, 2025 /PRNewswire/ -- HF Sinclair Corporation (NYSE: DINO) (the "Corporation") today announced the early results of the previously announced cash tender offer (the "Tender Offer") to purchase the outstanding notes listed in the table below (collectively, the "Notes" and each a "Series" of Notes). All 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.

According to the information provided by D.F. King & Co., Inc., the aggregate principal amount of each Series of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline is set forth in the table below.

 
                                                              Aggregate     Aggregate 
                                               Aggregate      Principal     Principal 
                                               Principal        Amount        Amount 
                                                 Amount      Tendered as   Expected to 
                                              Outstanding    of the Early  Be Accepted     Final 
   Title of                                   Prior to the      Tender         for       Proration 
   Security      CUSIP(1)       Issuer        Tender Offer   Deadline(2)     Purchase    Factor(3) 
--------------  ----------  --------------  ---------------  ------------  ------------  --------- 
6.375% Senior   403949 AK6 
   Notes due      U4322C 
   2027 (the        AD5 
     "2027        403949 
    Notes")         AP5      HF Sinclair    $   399,875,000  $361,067,000  $150,000,000   41.5 % 
                403949 AF7 
                  U4322C 
5.875% Senior       AB9 
   Notes due      403949 
     2026           AB6      HF Sinclair    $   797,100,000  $448,090,000  $448,090,000    100 % 
5.875% Senior 
   Notes due 
     2026       436106AA6   HollyFrontier   $   202,900,000  $48,496,000   $48,496,000     100 % 
 
 
 
(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)  As reported by D.F. King & Co., Inc., the tender and information agent 
     for the Tender Offer. 
(3)  The final proration factor has been rounded to the nearest tenth of a 
     percentage point for presentation purposes. 
 

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.

The applicable Total Tender Offer Consideration will be determined by reference to the applicable fixed spread specified for such Series of Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security, as described in the Offer to Purchase. The Total Tender Offer Consideration will be calculated by the Dealer Managers (identified below) for the Tender Offer at 10:00 a.m., New York City time, tomorrow, January 24, 2025.

All payments for Notes purchased in connection with the Early Tender Deadline 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. In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on January 23, 2025. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Corporation).

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

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January 23, 2025 20:13 ET (01:13 GMT)