On April 25, 2022, HF Sinclair Corporation (the “Company”) announced the expiration and final results of its previously announced (a) offers to exchange (collectively, the “Exchange Offers”) any and all outstanding notes (the “HFC Notes”) issued by HollyFrontier Corporation, a wholly-owned subsidiary of the Company (“HFC”) for new notes to be issued by the Company and cash and (b) solicitations of consents (collectively, the “Consent Solicitations”) to adopt certain proposed amendments to, among other things, eliminate from the indenture governing the HFC Notes (as supplemented for each particular series of existing HFC Notes, the “HFC Indenture”), as it relates to each series of HFC Notes (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default”, (iii) the U.S. Securities and Exchange Commission (the “SEC”) reporting covenant and (iv) with respect to HFC’s 2.625% Senior Notes due 2023 (the “HFC 2023 Notes”) and HFC’s 4.500% Senior Notes due 2030 (the “HFC 2030 Notes”) only, the offer to purchase the HFC 2023 Notes and HFC 2030 Notes upon certain change of control triggering events (collectively, the “Proposed Amendments”), commenced by the Company on March 24, 2022. The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on April 22, 2022 (the “Expiration Date”).
The Exchange Offers and Consent Solicitations were made 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, as amended by the press release dated April 7, 2022, in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended. The settlement date of the Exchange Offers and Consent Solicitations (the “Settlement Date”) is expected to occur on April 27, 2022.
As previously announced, as of 5:00 p.m., New York City time, on April 6, 2022, the requisite number of consents were received to adopt the Proposed Amendments with respect to each outstanding series of HFC Notes. As previously announced, on April 8, 2022, HFC executed a supplemental indenture to the HFC Indenture implementing the Proposed Amendments (the “HFC Amending Supplemental Indenture”). The HFC Amending Supplemental Indenture will become operative only upon the Settlement Date.
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.
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 SEC. 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 Company’s ability to successfully integrate the operation of the Puget Sound refinery with its existing operations; the demand for and supply of crude oil and refined products, including uncertainty regarding the effects of the continuing coronavirus (“COVID-19”) pandemic on future demand and increasing societal expectations that companies address climate change; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in the Company’s markets; the spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of refined products or lubricant and specialty products; the possibility
