On April 7, 2022, HF Sinclair Corporation (the “Company”) announced that as of 5:00 p.m., New York City time, on April 6, 2022, $1,387,969,000 in aggregate principal amount of certain outstanding notes (the “HFC Notes”) of HollyFrontier Corporation, a wholly-owned subsidiary of the Company (“HFC”), representing approximately 79.31% of the total outstanding principal amount of the HFC Notes and at least a majority of each series of HFC Notes outstanding, have been validly tendered and not validly withdrawn in connection with its previously announced private exchange offers (the “Exchange Offers”) and related consent solicitations (the “Consent Solicitations”) with respect to the HFC Notes.
As of April 6, 2022, the Company has received the requisite consents from Eligible Holders (as defined in the attached press release) of each series of HFC Notes to amend the HFC Notes of each series and related indenture and supplemental indentures under which they were issued.
The Company has also announced that the previous deadline for holders to tender their HFC Notes and be eligible to receive $1,000 principal amount of such series of new notes to be issued by the Company (the “New Notes”), which includes an early participation premium, payable in principal amount of New Notes, of $50 (the “Early Participation Premium”), plus a payment of $1.00 in cash (together, the “Early Participation Exchange Consideration”) has been extended to the Expiration Date (as defined herein). As a result, the consideration to be paid for HFC Notes validly tendered (i) at or prior to the Early Participation Date and (ii) following the Early Participation Date, but at or prior to the Expiration Date, will be the same.
The Exchange Offers and Consent Solicitations are being made solely pursuant to the terms and subject to the conditions set forth in the confidential exchange offer memorandum and consent solicitation statement, dated March 24, 2022 (the “Exchange Offer Memorandum”), in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended.
Eligible Holders of HFC Notes that validly tendered and did not validly withdraw their HFC Notes prior to the Withdrawal Deadline (as defined in the attached press release) have been deemed to consent to the Proposed Amendments (as defined in the attached press release). Eligible Holders may no longer withdraw tendered HFC Notes or revoke consents, except where required by applicable law. The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on April 22, 2022, unless such date is extended or earlier terminated (such date and time, as they may be extended or earlier terminated, the “Expiration Date”), unless extended or earlier terminated. Eligible Holders who tender their HFC Notes prior to the Expiration Date will be eligible for the consideration described in this Current Report on Form 8-K and the press release.
Please carefully review the attached press release for further details regarding the Exchange Offers and Consent Solicitations. A copy of the Company’s and HFC’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
This announcement does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
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 Current Report on Form 8-K relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the Securities and Exchange Commission. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could 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 Company’s and Holly Energy Partner, L.P.’s (“HEP”) ability to successfully integrate the Sinclair Oil Corporation and Sinclair Transportation Company businesses acquired from REH Company (formerly known as The Sinclair Companies, referred to herein as “Sinclair”) (collectively, the “Sinclair Transactions”) with their existing operations and fully realize the expected synergies of the Sinclair Transactions or on the expected timeline; risks relating to the value of the Company’s common stock and the value of HEP’s limited partner common units from sales by the Sinclair holders following the closing of the Sinclair Transactions; the
