HollyFrontier launches exchange offer, seeks consents for three notes

By Mary-Katherine Stinson

Lexington, Ky., March 24 – HF Sinclair Corp. and wholly owned subsidiary HollyFrontier Corp. launched private offers to exchange notes from three series previously issued by HollyFrontier for a series of new notes issued by HF Sinclair, according to a company release.

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.

Specifically, the companies are offering to exchange for each $1,000 principal amount of the following:

• $350 million outstanding HollyFrontier 2.625% senior notes due Oct. 1, 2023 (ISIN: US436106AB48), $1,000 principal amount of HF Sinclair 2.625% senior notes due 2023 and $1.00 in cash;

• $1 billion outstanding HollyFrontier 5.875% senior notes due April 1, 2026 (ISIN: US436106AA64 ), $1,000 principal amount of HF Sinclair 5.875% senior notes due 2026 and $1.00 in cash; and

• $400 million outstanding HollyFrontier 4.5% senior notes due Oct. 1, 2030 (ISIN: US436106AC21), $1,000 principal amount of HF Sinclair 4.5% senior notes due 2030 and $1.00 in cash.

The $1,000 exchange consideration includes an early participation premium of $50 for notes tendered by the early participation deadline at 5 p.m. ET on April 6.

Those who tender their notes for exchange after the early participation deadline will receive $950 of HF Sinclair notes for each $1,000 of HollyFrontier notes, along with the cash consideration.

The exchange offer expires at 5 p.m. ET on April 22.

Consent solicitation

HF Sinclair is also soliciting 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 2.625% notes and 4.5% notes, the change-of-control offer to purchase the 2.625% notes and 4.5% notes.

The proposed amendments will become effective for each particular series of notes 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.

Holders who tender their HollyFrontier notes for exchange will be deemed to have given consent to the proposed amendments for the applicable series.

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

Details

Tenders may not be withdrawn, with related consents revoked, after the earlier of 5 p.m. ET on April 6 and the date the applicable supplemental indenture to the corresponding HollyFrontier indenture implementing the applicable proposed changes is executed.

Minimum denominations of the HollyFrontier notes are $2,000 and any integral multiple of $1,000 in excess of that. HF Sinclair will not accept 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.

HF Sinclair has the sole discretion to extend the early participate date, withdrawal deadline and expiration date for any or all of the offers.

In addition, HF Sinclair said it may amend the terms of any of the exchange offers without amending the terms of any other exchange offer.

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.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.