Item 1.01. Entry into a Material Definitive Agreement.
On September 28, 2022, HF Sinclair Corporation (the "Company") entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with REH Company
(formerly known as The Sinclair Companies) (the "Selling Stockholder" or "REH
Company"), pursuant to which the Company agreed to repurchase from the Selling
Stockholder 1,881,113 shares of the Company's outstanding common stock, par
value $0.01 per share (the "Common Stock") in a privately negotiated
transaction. The price per share to be paid by the Company under the Stock
Purchase Agreement is $53.16 per share resulting in an aggregate purchase price
of $99,999,967. The purchase price will be funded with cash on hand. The Stock
Purchase Agreement contains customary representations, warranties and covenants
of the parties. The shares to be repurchased under the Stock Purchase Agreement
will be held as treasury stock by the Company. This share repurchase is the
fifth privately negotiated transaction between the Company and the Selling
The share repurchase described above will be made pursuant to the Company's
previously disclosed $1 billion share repurchase program authorized by the Board
of Directors of the Company on September 21, 2022 (the "New Share Repurchase
Program") and is expected to be completed on or around October 3, 2022. To date,
the Company has repurchased $99,999,967 in common stock under the Company's New
Share Repurchase Program, which is inclusive of the share repurchase described
above. The timing and amount of future share repurchases under the Company's New
Share Repurchase Program, including any additional repurchases from REH Company,
will depend on market conditions and corporate, tax, regulatory and other
relevant considerations. The New Share Repurchase Program may be discontinued at
any time by the Board of Directors of the Company.
The foregoing description of the Stock Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Stock Purchase
Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated
by reference herein. For more information on the Selling Stockholder's
relationship to the Company, please refer to the Company's Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on
April 25, 2022.
Cautionary Statement Regarding Forward-Looking Statements
The following is a "safe harbor" statement under the Private Securities
Litigation Reform Act of 1995: The statements in this Current Report on Form 8-K
relating to matters that are not historical facts are "forward-looking
statements" based on management's beliefs and assumptions using currently
available information and expectations as of the date hereof, are not guarantees
of future performance and involve certain risks and uncertainties, including
those contained in our filings with the Securities and Exchange Commission.
Forward-looking statements use words such as "anticipate," "project," "will,"
"expect," "plan," "goal," "forecast," "strategy," "intend," "should," "would,"
"could," "believe," "may," and similar expressions and statements regarding our
plans and objectives for future operations. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot assure you that our expectations will prove correct. Therefore, actual
outcomes and results could materially differ from what is expressed, implied or
forecast in such statements. Any differences could be caused by a number of
factors, including, but not limited to, the Company's ability to complete the
transactions contemplated under the Stock Purchase Agreement on the expected
timing; and other financial, operational and legal risks and uncertainties
detailed from time to time in the Company's SEC filings. The forward-looking
statements speak only as of the date made and, other than as required by law, we
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
10.1 Stock Purchase Agreement, dated as of September 28, 2022, by and
among HF Sinclair Corporation and REH Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL).
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