| Item 1.01 |
Entry into a Material Definitive Agreement. |
On April 8, 2022, HollyFrontier Corporation, a wholly owned subsidiary of HF Sinclair Corporation (“HFC”), entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) among HFC and Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association (the “Trustee”), to that certain Indenture dated March 22, 2016, among HFC and the Trustee (as supplemented, the “HFC Indenture”), relating to HFC’s 2.625% Senior Notes due 2023 (the “2023 Notes”), 5.875% Senior Notes Due 2026 (the “2026 Notes”), and 4.500% Senior Notes due 2030 (the “2030 Notes,” and together with the 2023 Notes and the 2026 Notes, the “HFC Notes”).
The Third Supplemental Indenture was entered into to effectuate the amendments (the “Proposed Amendments”) to the HFC Indenture for which consents were solicited in the previously announced private exchange offers and consent solicitations with respect to the HFC Notes. As of 5:00 p.m., New York City time, on April 6, 2022 (the “Early Participation Date”), HFC had received valid consents from (i) $283,259,000 aggregate principal amount of the 2023 Notes, representing approximately 80.93% of the outstanding principal amount of the 2023 Notes, (ii) $794,540,000 aggregate principal amount of the 2026 Notes, representing approximately 79.45% of the outstanding principal amount of the 2026 Notes, and (iii) $310,170,000 aggregate principal amount of the 2030 Notes, representing approximately 77.54% of the outstanding principal amount of the 2030 Notes, which amounts were sufficient to constitute the requisite consents to approve the Proposed Amendments. Following the Early Participation Date, the consents received were not able to be revoked.
The Third Supplemental Indenture amends the HFC Indenture to, among other things, eliminate from 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 reporting covenant and (iv) with respect to the 2023 Notes and the 2030 Notes only, the offer to purchase 2023 Notes and 2030 Notes upon certain change of control triggering events. The Third Supplemental Indenture was effective upon execution but will only become operative upon the settlement date of the applicable exchange offer.
A copy of the Third Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the Third Supplemental Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the Third Supplemental Indenture.