HF Sinclair Corp NYSE false 0001915657 0001915657 2025-01-27 2025-01-27

 

 

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): January 27, 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 January 27, 2025, HF Sinclair Corporation, a Delaware corporation (the “Corporation”), announced that it will redeem all of the outstanding 5.875% Senior Notes due 2026 (the “Notes”) of HollyFrontier Corporation, a Delaware corporation and a wholly owned subsidiary of the Corporation. 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 16, 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 January 27, 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: January 27, 2025