Item 1.01. Entry into a Material Definitive Agreement.
Exchange Offers and Consent Solicitations
On
Pursuant to the Exchange Offers and Consent Solicitations, the aggregate principal amounts of the HFC Notes set forth below were tendered and subsequently accepted or not tendered and accepted in connection with the Exchange Offers and Consent Solicitations as designated by the applicable column heading. The HFC Notes not tendered and accepted will not be cancelled in connection with the Exchange Offers and Consent Solicitations and will remain outstanding, as amended, as described below.
Aggregate Aggregate Principal Principal Amount Amount Title of Series of HFC Tendered Not Tendered Notes and Accepted and Accepted 2.625% Senior Notes due 2023$290,348,000 $59,652,000 5.875% Senior Notes due 2026$797,100,000 $202,900,000 4.500% Senior Notes due 2030$325,034,000 $74,966,000
In connection with the settlement of the Exchange Offers and Consent
Solicitations, on
(i)$290,348,000 aggregate principal amount of 2.625% Senior Notes dueOctober 1, 2023 (the "New 2023 Notes"), which notes will bear interest at a rate of 2.625% per annum and will mature onOctober 1, 2023 ; (ii)$797,100,000 aggregate principal amount of 5.875% Senior Notes dueApril 1, 2026 (the "New 2026 Notes"), which notes will bear interest at a rate of 5.875% per annum and will mature onApril 1, 2026 ; and (iii)$325,034,000 aggregate principal amount of 4.500% Senior Notes dueOctober 1, 2030 (the "New 2030 Notes" and, together with the New 2023 Notes and the New 2026 Notes, the "New Notes"), which notes will bear interest at a rate of 4.500% per annum and will mature onOctober 1, 2030 .
The Indenture contains covenants that, among other things, limit the Company's ability to (i) create or assume any liens upon any principal property or capital stock of any of the Company's principal domestic subsidiaries to secure any indebtedness for money borrowed, unless the New Notes, together with any other debt securities that may be issued under the Indenture are secured equally and ratably with or prior to the indebtedness secured by the lien and (ii) enter into any sale/leaseback transactions with regard to any principal property. Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture) with respect to the New 2023 Notes and New 2030 Notes, unless the Company has exercised its right to redeem all of the New Notes, each holder will have the right to require the Company to repurchase its New 2023 Notes or New 2030 Notes, as applicable, at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest. The New 2026 Notes do not contain the Change of Control Triggering Event and related provisions. The Indenture also contains customary events of default. Indebtedness under the New Notes may be accelerated in certain circumstances upon an event of default as set forth
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in the Indenture. The New Notes were issued in exchange for the HFC Notes pursuant to a private exchange offer exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the "Securities Act").
The New Notes are redeemable by the Company at its option, at any time and from time to time prior to their maturity, as provided for in the Indenture.
The above descriptions of the Indenture and the New Notes are qualified in their entirety by reference to the text of the Base Indenture, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein in its entirety, and the First Supplemental Indenture (including the forms of the New 2023 Notes, New 2026 Notes and New 2030 Notes included therein), a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein in its entirety.
HFC's Third Supplemental Indenture
Prior to settlement of the Exchange Offers and Consent Solicitations and upon
receipt of the requisite consents to adopt the Proposed Amendments with respect
to each series of HFC Notes, HFC entered into the Third Supplemental Indenture
(the "HFC Third Supplemental Indenture"), dated as of
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the captions "Cancellation of the HFC Notes" and "Terminated HFC Credit Agreement" is incorporated by reference into this Item 1.02.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the captions "Exchange Offers and Consent Solicitations" and "Credit Agreement" is incorporated by reference into this Item 2.03.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the captions "Exchange Offers and Consent Solicitations," "HFC's Third Supplemental Indenture" and "Cancellation of the HFC Notes" is incorporated by reference into this Item 3.03.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofApril 27, 2022 , amongHF Sinclair Corporation andComputershare Trust Company , N.A, as trustee. 4.2 First Supplemental Indenture, dated as ofApril 27, 2022 , amongHF Sinclair Corporation andComputershare Trust Company , N.A, as trustee. 4.3 Form of 2.625% Senior Notes due 2023 (included in Exhibit 4.2). 4.4 Form of 5.875% Senior Notes due 2026 (included in Exhibit 4.2). 4.5 Form of 4.500% Senior Notes due 2030 (included in Exhibit 4.2). 4.6 Registration Rights Agreement, dated as ofApril 27, 2022 , amongHF Sinclair Corporation ,Scotia Capital (USA) Inc. ,SMBC Nikko Securities America, Inc. and the additional parties listed thereto. 10.1# Senior Unsecured Multi-Year Revolving Credit Agreement, dated as ofApril 27, 2022 , amongHF Sinclair Corporation , as borrower,MUFG Bank, Ltd. , as administrative agent, and each of the financial institutions party thereto as lenders. 104 Cover Page Interactive Data File (embedded within the Inline XBRL).
# Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to
the
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