| Item 1.01. |
Entry into a Material Definitive Agreement. |
On August 18, 2025, HF Sinclair Corporation (the “Corporation”) completed a public offering of $500,000,000 aggregate principal amount of its 5.500% Senior Notes due 2032 (the “Notes”). The offering of the Notes was registered under the Securities Act of 1933 pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-285291) of the Corporation, filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2025 (the “Registration Statement”), and made pursuant to the prospectus, dated February 26, 2025, as supplemented by the prospectus supplement, dated August 11, 2025, filed with the Commission.
The Corporation issued the Notes pursuant to an indenture, dated April 27, 2022 (the “Base Indenture”), between the Corporation and Computershare Trust Company, N.A., as trustee (the “Trustee”), as supplemented with respect to the Notes by a fourth supplemental indenture, dated August 18, 2025 (the “Fourth Supplemental Indenture”), between the Corporation and the Trustee. The Base Indenture, the Fourth Supplemental Indenture, and the Form of Notes are filed as Exhibits 4.1, 4.2, and 4.3, respectively, hereto, and the terms and conditions thereof are incorporated herein by reference. A legal opinion related to the offering of the Notes is filed herewith as Exhibit 5.1 and incorporated into the Registration Statement.
The Notes will be redeemable prior to maturity, under the terms and conditions set forth in the Fourth Supplemental Indenture.
The net proceeds from the sale of the Notes are intended to be used to fund the previously-announced cash tender offer (the “Tender Offer”) of any and all of the Corporation’s outstanding 5.875% Senior Notes due 2026 and 6.375% Senior Notes due 2027 (collectively, the “Subject Notes”) and, if the Corporation deems appropriate, the redemption, repurchase, discharge or defeasance of any Subject Notes not purchased in the Tender Offer, and the remainder for general corporate purposes, which may include capital expenditures.
The descriptions of the Base Indenture, the Fourth Supplemental Indenture and the Notes are qualified in their entirety by reference to the Base Indenture, the Fourth Supplemental Indenture and the specimen global certificates evidencing the Notes, copies of which are filed as exhibits to this Form 8-K.
On August 11, 2025, the Corporation entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Scotia Capital (USA) Inc., as representatives of the underwriters named in Schedule I thereto (collectively, the “Underwriters”), related to the offering of the Notes. The Underwriting Agreement contains certain customary representations, warranties and covenants concerning the Corporation and the registration statement relating to the offering of the Notes. In addition, the Corporation has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Underwriting Agreement is filed herewith as Exhibit 1.1 and incorporated herein by reference.
The description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as an exhibit to this Form 8-K.
