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HOLLYFRONTIER CORPORATION

(HFC)
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HOLLYFRONTIER CORP : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

09/28/2020 | 04:07pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

On September 28, 2020, HollyFrontier Corporation (the "Corporation") completed a public offering of $350 million in aggregate principal amount of 2.625% Senior Notes due 2023 (the "2023 Notes") and $400 million in aggregate principal amount of 4.500% Senior Notes due 2030 (the "2030 Notes," and together with the 2023 Notes, the "Notes"). The offering of the Notes was registered under the Securities Act of 1933 pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-228429) of the Corporation, filed with the Securities and Exchange Commission (the "Commission") on November 16, 2018 (the "Registration Statement"), and made pursuant to the prospectus dated November 16, 2018, as supplemented by the prospectus supplement dated September 14, 2020, filed with the Commission.

The Company issued the Notes pursuant to an indenture, dated March 22, 2016 (the "Base Indenture"), between the Corporation and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented with respect to the Notes by a second supplemental indenture, dated September 28, 2020 (the "Second Supplemental Indenture"), between the Corporation and the Trustee. The Base Indenture, the Second Supplemental Indenture, the Form of 2023 Notes and the Form of 2030 Notes are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 respectively hereto, and the terms and conditions thereof are incorporated herein by reference. A legal opinion related to the offering of the Notes is filed herewith as Exhibit 5.1 and incorporated into the Registration Statement.

Item 8.01 Other Events.

On September 14, 2020, the Corporation entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, as representatives of the underwriters named in Schedule I thereto, related to the offering of the Notes. The Underwriting Agreement is filed herewith as Exhibit 1.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated September 14, 2020 by and among
            HollyFrontier Corporation and BofA Securities, Inc., Citigroup Global
            Markets Inc., MUFG Securities Americas Inc. and TD Securities (USA)
            LLC, as representatives of the several underwriters listed in Schedule
            I thereto.

 4.1          Indenture, dated as of March 22, 2016, between HollyFrontier
            Corporation and Wells Fargo Bank, National Association (incorporated
            by reference to Exhibit 4.1 of the registrant's Current Report on Form
            8-K filed on March 22, 2016, File No. 001-03876).

 4.2          Second Supplemental Indenture, dated as of September 28, 2020,
            between HollyFrontier Corporation and Wells Fargo Bank, National
            Association.

 4.3          Form of 2023 Notes (included in Exhibit 4.2 hereto).

 4.4          Form of 2030 Notes (included in Exhibit 4.2 hereto).

 5.1          Opinion of Vinson & Elkins L.L.P.

23.1          Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto).


104         Cover Page Interactive Data File (embedded within the Inline XBRL
            documents).

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