HF Sinclair Corp Enters Material Definitive Agreement
Ticker: DINO · Form: 8-K · Filed: May 16, 2024 · CIK: 1915657
Sentiment: neutral
Topics: material-definitive-agreement, acquisition
Related Tickers: DINO
TL;DR
HF Sinclair just signed a big deal, filing an 8-K for a material definitive agreement.
AI Summary
On May 14, 2024, HF Sinclair Corporation entered into a Material Definitive Agreement related to its acquisition of identified assets. The filing also includes financial statements and exhibits, with the report being filed on May 16, 2024.
Why It Matters
This filing indicates a significant business transaction for HF Sinclair Corporation, potentially impacting its operational scope and financial structure.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce significant financial and operational risks depending on the nature and terms of the transaction.
Key Players & Entities
- HF Sinclair Corporation (company) — Registrant
- May 16, 2024 (date) — Date of Report
- May 14, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 214-871-3555 (phone_number) — Registrant's telephone number
FAQ
What is the nature of the Material Definitive Agreement entered into by HF Sinclair Corporation?
The filing states that HF Sinclair Corporation entered into a Material Definitive Agreement, but the specific details of the agreement, such as the counterparty or the subject matter, are not provided in this excerpt.
When was the Material Definitive Agreement reported?
The Material Definitive Agreement was reported on May 16, 2024, with the earliest event reported on May 14, 2024.
What is HF Sinclair Corporation's state of incorporation?
HF Sinclair Corporation is incorporated in Delaware.
What is the principal executive office address for HF Sinclair Corporation?
The principal executive offices are located at 2828 N. Harwood St., Suite 1300, Dallas, TX 75201.
What is the telephone number for HF Sinclair Corporation?
The telephone number for HF Sinclair Corporation is (214) 871-3555.
Filing Stats: 1,008 words · 4 min read · ~3 pages · Grade level 12.8 · Accepted 2024-05-15 18:47:26
Key Financial Figures
- $0.01 — hange on which registered Common Stock $0.01 par value DINO NYSE Check the appropr
- $55.62 — y under the Stock Purchase Agreement is $55.62 per share resulting in an aggregate pur
- $74,999,955 — lting in an aggregate purchase price of $74,999,955. The purchase price will be funded with
- $1 billion — t to the Company's previously disclosed $1 billion share repurchase program authorized by
Filing Documents
- dino-20240516.htm (8-K) — 28KB
- dino-stockrepurchaseagreem.htm (EX-10.1) — 63KB
- 0001915657-24-000068.txt ( ) — 253KB
- dino-20240516.xsd (EX-101.SCH) — 2KB
- dino-20240516_def.xml (EX-101.DEF) — 14KB
- dino-20240516_lab.xml (EX-101.LAB) — 25KB
- dino-20240516_pre.xml (EX-101.PRE) — 15KB
- dino-20240516_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On May 14, 2024, 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 1,348,435 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 $55.62 per share resulting in an aggregate purchase price of $74,999,955. 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 seventeenth privately negotiated transaction between the Company and the Selling Stockholder. 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 May 7, 2024 (the "Share Repurchase Program") and is expected to be completed on or around May 17, 2024. To date, the Company has repurchased $74,999,955 in Common Stock under the Company's Share Repurchase Program, which is inclusive of the share repurchase described above. The timing and amount of future share repurchases under the Company's Share Repurchase Program, including any additional repurchases from REH Company, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. The 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
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Stock Purchase Agreement, dated May 14 , 2024, by and between HF Sinclair Corporation and REH Company . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HF SINCLAIR CORPORATION By: /s/ Atanas H. Atanasov Name: Atanas H. Atanasov Title: Executive Vice President and Chief Financial Officer Date: May 15, 2024