HollyFrontier gives final results of exchange offer for three series

By Marisa Wong

Los Angeles, April 25 – HF Sinclair Corp. and wholly owned subsidiary HollyFrontier Corp. announced that holders had tendered $1,412,482,000 aggregate principal amount of notes, or 80.71% of the total outstanding principal amount, as of the expiration date of their previously announced exchange offers.

The companies had launched on March 24 private offers to exchange notes from three series previously issued by HollyFrontier for new notes issued by HF Sinclair. The new notes issued by HF Sinclair will have the same interest rate, interest payment dates, maturity and redemption terms as those of the corresponding series of HollyFrontier notes to be exchanged.

As of 5 p.m. ET on April 22, the expiration date, holders had tendered the following amounts, listed with the exchange consideration per $1,000 principal amount:

• $290,348,000, or 82.96%, of the $350 million outstanding HollyFrontier 2.625% senior notes due Oct. 1, 2023 (Cusip: 436106AB4) for $1,000 principal amount of HF Sinclair 2.625% senior notes due 2023 and $1.00 in cash;

• $797.1 million, or 79.71%, of the $1 billion outstanding HollyFrontier 5.875% senior notes due April 1, 2026 (Cusip: 436106AA6) for $1,000 principal amount of HF Sinclair 5.875% senior notes due 2026 and $1.00 in cash; and

• $325,034,000, or 81.26%, of the $400 million outstanding HollyFrontier 4.5% senior notes due Oct. 1, 2030 (Cusip: 436106AC2) for $1,000 principal amount of HF Sinclair 4.5% senior notes due 2030 and $1.00 in cash.

As of the early participation date at 5 p.m. ET on April 6, holders had tendered a total of $1,387,969,000, or 79.31%, of the notes. Specifically, early tenders amounted to $283,259,000 for the 2023 notes, $794.54 million for the 2026 notes and $310.17 million for the 2030 notes.

The $1,000 exchange consideration includes an early participation premium of $50. On April 7, HF Sinclair said it extended the deadline to be eligible to receive the early participation premium to the expiration of the offer. Previously, only holders tendering at or before the early participation deadline were eligible to receive the early participation premium.

Consent solicitation

HF Sinclair also solicited consents from holders to adopt some proposed amendments to the indenture governing the HollyFrontier notes to, among other things, eliminate substantially all of the restrictive covenants, some of the events that may lead to a default, the SEC reporting covenant and, with respect to the 2023 notes and 2030 notes, the change-of-control offer to purchase the 2023 notes and 2030 notes.

As of April 6, the company had received the necessary consents to amend each series of notes.

For each series, the proposed amendments become effective when the participation in the exchange offer exceeds 50% of the outstanding principal of that series and when all the tendered notes in that series are accepted for exchange. Accordingly, the supplemental indentures implementing the proposed amendments will be operative once the exchange offer settles.

Settlement is expected to occur on April 27.

Details

Holders who tendered their HollyFrontier notes for exchange were deemed to have given consent to the proposed amendments for the applicable series.

Holders were not permitted to tender their notes without delivering consents or to deliver consents without tendering their notes.

Minimum denominations of the HollyFrontier notes were $2,000 and any integral multiple of $1,000 in excess of that. HF Sinclair was not accepting any tender that would result in issuing less than $2,000 principal amount of new notes.

The total principal amount of any series of new notes issued may be rounded down to the nearest whole multiple of $1,000, and no cash will be paid in lieu of any amount of new notes not received as a result of rounding down, the company noted.

The first interest payment on any new notes will include accrued and unpaid interest on the HollyFrontier notes that were exchanged so that a tendering holder will receive the same interest payment it would have received had the notes not been exchanged.

Each exchange offer and consent solicitation is subject to some conditions, which may be waived at any time.

D.F. King & Co., Inc. (800-290-6428, 212 269-5550; hfc@dfking.com) is the information and exchange agent for the exchange offer and consent solicitation.

HollyFrontier is a Dallas-based petroleum refiner.

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